Retention Obligations definition

Retention Obligations means the requirements and obligations of the Retention Provider as set forth in the Retention Letter.
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Examples of Retention Obligations in a sentence

  • Except as contemplated by Section 5 (b) (Assignment and Grant of Security Interest by the Sponsor Parties) and to the extent consistent with Section 6 (Share Retention Obligations), no Sponsor Party shall, without the prior written consent of the Secured Parties, assign, transfer, encumber or otherwise dispose of all or part of its interest in any Sponsor Subordinated Debt to any Person.

  • However, neither the Borrower nor any Shareholder may assign or delegate any of its rights or obligations under this Agreement or any other Financing Document without the prior consent of the Senior Lenders, except as contemplated by Section 6 (Share Retention Obligations).

  • For the avoidance of doubt, the Executive acknowledges that the determination of whether the Executive has met all of the obligations required to receive the Retention Bonus, including the satisfactory completion of the Retention Obligations, shall be made by the Company in good faith and in its reasonable discretion exercised in accordance with the terms of this Agreement.

  • Upon the execution of this Agreement and continuing through June 1, 2011 (the “Retention Period”), subject to the next succeeding sentence, the Executive will devote his full time and attention during normal business hours to the business and affairs of the Company and its subsidiaries, including, without limitation, the satisfactory completion of the Retention Obligations.

  • Notwithstanding the foregoing and subject to the provisions of Section 5.10 regarding Seller liability for the Seller Retention Obligations, Buyer shall be responsible for any severance pay or other liabilities as set forth in plans or policies (listed on Exhibit D) with respect to any Transferred Employee.

  • The Company shall continue to reimburse Executive for actual travel and other expenses reasonably incurred in connection with performance of the Retention Obligations, provided that such expenses are supported by documentation that complies with the Company’s travel and expense policies (the “Eligible Expenses).

  • Xxxx agrees to honor all Existing Retention Obligations and to recognize under the Existing Retention Obligations all service provided to Platinum US and its Affiliates following the Transfer Date.

  • Buyer shall be responsible for and pay the Buyer Retention Obligations, provided that Buyer's maximum aggregate liability for Buyer Retention Obligations shall be $2,925,798.

  • This Trust Agreement shall be construed, administered and enforced according to the Internal Revenue Code and, where state law is applicable, under California laws, fairly, equitably and, as applicable, in accordance with the purposes of the Severance Obligations, the PTO Obligations, and the Retention Obligations.

  • Within ten (10) Business Days following Closing, Seller shall cause all outstanding amounts and payments due and owing under the Retention Agreements to be paid in full such that there shall be no remaining Liabilities under any Contracts evidencing the Seller Retention Obligations, and Seller shall deliver to Buyer within ten (10) Business Days following Closing evidence of such payments in a form reasonably satisfactory to Buyer.

Related to Retention Obligations

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Payment Obligations means any and all obligations of the Authority to pay or reimburse the Bank contained in or evidenced by any Authority Document, including, without limitation, obligations to reimburse the Bank for all Drawings under the Letter of Credit, all obligations to repay the Bank for any Unreimbursed Amount and any Bank Loan, including all interest accrued thereon, all amounts owing under the Bank Note, the fees relating to the Letter of Credit and all other obligations of the Authority to the Bank arising under, or in relation to, or evidenced by, this GR Reimbursement Agreement or the Bank Note.

  • Interest Rate Protection Obligations means the obligations of any Person pursuant to any Interest Rate Protection Agreements.

  • Safety Obligations means all applicable obligations concerning health and safety (including any duty of care arising at common law, and any obligation arising under statute, statutory instrument or mandatory code of practice) in Great Britain;

  • Conversion Obligation shall have the meaning specified in Section 14.01(a).

  • Privacy Obligations means, to the extent applicable to the Company or its Subsidiaries, all (a) applicable Law (including, to the extent applicable, the General Data Protection Regulation (EU) 2016/679 and the California Consumer Privacy Act), (b) written policies of the Company or its Subsidiaries, or (c) contractual requirements or obligations, that in each case: (x) pertains to privacy or restrictions or obligations related to the Processing of Personal Data (including any security breach notification requirements) by the Company or its Subsidiaries.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • zero-coupon obligation means a debt security that does not expressly provide for the accrual of interest, and includes the former component parts of a debt security that did expressly provide for the accrual of interest if that component part does not itself expressly provide for the accrual of interest.

  • Refunded Obligations means, collectively, the Refunded Notes, if any, and the Refunded Bonds, if any, refunded by each Series.

  • Continuing Obligations means obligations or responsibilities that are reasonably expected to or actually continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Tax Obligations means taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax and other related expenses.

  • Unasserted Obligations means, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (except for (i) the principal of and interest on, and fees relating to, any Indebtedness and (ii) contingent reimbursement obligations in respect of amounts that may be drawn under Letters of Credit) in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the Indemnitee) at such time.

  • Credit Facility Obligations means all “Obligations” (or any other defined term having a similar purpose) as defined in the Credit Agreement.

  • Bank Products Obligations of any Person means the obligations of such Person pursuant to any Bank Products Agreement.

  • Obligations means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • U.S. Obligations means non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged.

  • Original Obligations means the “Obligations” as defined in the Original Credit Agreement.

  • Employee Obligations means all wages, bonuses, vacation pay, sick time, pension payments, overtime pay, change of control payments, severance pay and any other termination or severance obligations and any other compensation or obligation which may be due by statute, contract or Law relating to the employment of the Employees.

  • Liquidity Obligations means all principal, interest, fees and other amounts owing to the Liquidity Providers under the Liquidity Facilities, Section 8.1 of the Participation Agreements or the Fee Letters.

  • Unasserted Contingent Obligations means, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment or indemnification (whether oral or written) has been made or threatened.