Severance Expenses definition

Severance Expenses has the meaning set forth in Section 6.2.

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Severance Expenses means the amount of all severance costs and severance expenses, including any amount for Taxes, incurred or to be incurred by the Company, Buyer or any of their Affiliates known at the Closing, in connection with the termination of any employee of the Company.

Severance Expenses means, as of the Reference Time, the amount of all severance costs and expenses, including any employer side employment or payroll or other applicable Taxes payable by the Group Companies in connection with the foregoing, incurred or to be incurred by the Group Companies, prior to or at the Closing or thereafter, arising from the termination prior to or at the Closing of employment of any Employees of the any of the Group Companies, but expressly excluding any amount payable as a result of an action taken by any of the Buyers or any of their Affiliates after the Closing and without duplication of any amounts included in the calculation of Change in Control Fees, Company Transaction Expenses, Company Debt or Company Net Working Capital.

Examples of Severance Expenses in a sentence

Parent shall bear all Payroll Taxes with respect to (i) any Parent Severance Expenses made in connection with the transactions contemplated by this Agreement; and (ii) any payments with respect to the Upward Adjustment Amount and the release of the Escrow Account.
Except as otherwise provided in the last sentence of this Section 6.8, Company Holders shall bear all employer-level employment or payroll Taxes (“Payroll Taxes”) with respect to (a) any payment to an Employee Cashed-Out Option Holder in respect of such holder’s Cashed-Out Options, (b) any Company Severance Expenses, and (c) any Closing Company CIC Payments.
In addition, at the Closing, Buyer will promptly pay Seller an amount equal to the Closing Severance Expenses, as contemplated by Section 2.3(a)(x) hereof.
The parties agree that in the event that the employment relationship of less than 24 Asset Employees have been transferred to the Purchaser Employers on the Effective Date, Purchaser 1 shall reimburse the respective Seller Employer for all liabilities, obligations, external costs and expenses relating to such Asset Employees including the items defined as Severance Expenses above for an amount of up to EURO 31,000 for each such Asset Employee.
The maximum number of members of the Workforce for which Severance Expenses, as defined below, are reimbursed, is the number by which the total number of Asset Employees on the Effective Date exceeds 24.
In the event that the Buyer or the Surviving Corporation terminates any employee after the Closing without cause, the Buyer shall be responsible for the payment of any applicable Buyer Severance Expenses.
For the avoidance of doubt, Post-Closing Date Employment Liabilities shall not include any Severance Expenses for which Sellers are responsible pursuant to Section 2.3 or any liabilities or payments owed pursuant to any of the US Seller retention agreements or Seller Employee Plan listed on Section 4.13(a) of the Seller Disclosure Schedule (other than the severance benefits described in Section 8.1(b)(ii) (subject to the provisions of Section 2.3)).
Buyer shall not have any Liability to the Company, the Sellers or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to terminate any of the Terminated Agreements or to obtain any consents, modifications, waivers and approvals, or for any Change in Control Fees, Company Transaction Fees or Severance Expenses.
In the event of a termination of this Agreement pursuant to Section 6.1(b)(i), the Manager shall bear all expenses incurred by the Manager in connection with the severance of any persons employed by it to render the Services (the "Severance Expenses").
In the event of a termination of this Agreement pursuant to Section 8.2, TCBY shall be liable for and pay the Severance Expenses to ▇▇▇.

More Definitions of Severance Expenses

Severance Expenses means all costs and Liabilities actually incurred during the Severance Period and arising out of or relating to the termination of employment of any Transferred Employee, UK Transferred Employee or PL Transferred Employee. For the avoidance of doubt, and subject to the procedures set forth in Section 2.3(b), Severance Expenses may include such costs or Liabilities that are incurred but not paid during the Severance Period and that costs or Liabilities shall be deemed incurred no later than the date that the Transferred Employee, UK Transferred Employee or PL Transferred Employee, as applicable, is notified of the fact that their employment is being terminated. The Parties agree that such costs and Liabilities are limited to one or more of the following, depending on the jurisdiction: (a) an amount calculated as a function of the employee’s base compensation; (b) an amount intended to assist with payment of COBRA premiums (in the US); (c) employer-side payroll taxes due on severance payments; (d) statutory severance and/or payment in lieu of notice (in the UK and Poland); (e) any amounts owed to such employee in connection with such termination pursuant to a contract, agreement or plan that was in existence prior to the Closing and for which Buyer or any of the Acquired Company is or may be liable; (f) any amounts owed to such employee by Buyer or any Acquired Company pursuant to applicable Law; (g) reasonable legal fees and expenses incurred in connection with any such termination; and (h) third party costs for reasonable outplacement services provided to such employee. No amounts paid in addition to the foregoing categories shall be considered Severance Expenses without a separate agreement in writing by US Seller and Buyer.

Severance Expenses shall have the meaning set forth in Schedule 6.1(i).