Certain Closing Related Costs definition

Certain Closing Related Costs means the sum of (i) any and all amounts paid, payable or potentially payable and the value of all benefits granted or that could be granted (including in any case upon any subsequent termination of employment by or engagement with the Company or any Company Subsidiary) pursuant to any severance, retirement allowance, change of control, termination, pension, retention, bonus or other Contract or program (including any Plan) upon or otherwise in connection with signing of this Agreement or consummation of any of the Transactions, including any amounts required to be paid in connection with any taxes on any such amounts, and (ii) the aggregate amounts of salary and other compensation and benefits payable or otherwise due for any period after Closing to any employee, consultant or other service provider pursuant to any employment or retention or engagement Contract with a term that extends beyond the Closing or that otherwise cannot be terminated at the Closing without notice or payment of severance or any other termination benefits or other any amounts, costs or liabilities; provided, that in no event shall “Certain Closing Related Costs” include (1) bonus amounts payable as set forth in the column titled “Bonuses” in Section 3.11(b) of the Disclosure Schedule, (2) the value associated with the vesting of Company Options or Company RSUs, (3) except as contemplated by the proviso contained in Section 2.11(b)(iv), paid time off (PTO) or COBRA arrangements or (4) any Transaction Fees.
Sample 1

Examples of Certain Closing Related Costs in a sentence

  • There are two main methods of teledermatology: video conferencing, in which the patient is reviewed virtually in real-time by a specialist and ‘store and forward’, where the images are taken to be reviewed at a later time.

  • The Certain Closing Related Costs Spreadsheet shall be accompanied by a certificate signed by the chief executive officer and chief financial officer of the Company certifying that the Certain Closing Related Costs Spreadsheet is true and correct.

  • CDW•G's Environmental Management System (EMS) establishes a common reference for communicating environmental management issues between CDW•G and its partners, customers, regulators and other stakeholders.

  • On the date on which the Company provides Parent with the 2016 Company Audit, the Company shall deliver to Parent a spreadsheet (the “Certain Closing Related Costs Spreadsheet”), which shall include as of such date a complete and accurate update of the Certain Closing Related Costs.

Related to Certain Closing Related Costs

  • Schedule of Retained Causes of Action means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Transition Effective Date has the meaning set forth in Section II.D.3.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

  • Purchase and Sale Termination Date has the meaning set forth in Section 1.4 of the Sale Agreement.

  • Amendment No. 4 Effective Date has the meaning assigned to such term in Amendment No. 4.

  • Amendment No. 8 Effective Date has the meaning assigned to such term in Amendment No. 8.

  • Amendment No. 5 Effective Date has the meaning assigned to such term in Amendment No. 5.

  • Termination of parental rights means the permanent elimination of all parental rights and duties, including residual parental rights and duties, by court order.

  • Amendment No. 1 Effective Date has the meaning specified in Amendment No. 1.

  • income-related employment and support allowance means an income-related allowance under Part 1 of the Welfare Reform Act 2007;

  • Amendment No. 2 Effective Date has the meaning specified in Amendment No. 2.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Complete Termination means a termination of the Fund's Rule 12b-1 plan for B-2 Shares involving the cessation of payments of the Distribution Fees, and the cessation of payments of distribution fees pursuant to every other Rule 12b-1 plan of the Fund for every existing or future B-Class-of-Shares (as hereinafter defined) and the Fund's discontinuance of the offering of every existing or future B-Class-of-Shares, which conditions shall be deemed satisfied when they are first complied with hereafter and so long thereafter as they are complied with prior to the earlier of (i) the date upon which all of the B-2 Shares which are Distributor Shares pursuant to Schedule I hereto shall have been redeemed or converted or (ii) May 31, 2005. For purposes of this Section 14.5, the term B-Class-of-Shares means each of the B-1 Class of Shares of the Fund, the B-2 Class of Shares of the Fund and each other class of shares of the Fund hereafter issued which would be treated as Shares under Schedule I hereto or which has substantially similar economic characteristics to the B-1 or B-2 Classes of Shares taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of the shares of such class. The parties agree that the existing C Class of Shares of the Fund does not have substantially similar economic characteristics to the B-1 or B-2 Classes of Shares taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares. For purposes of clarity the parties to this agreement hereby state that they intend that a new installment load class of shares which may be authorized by amendments to Rule 6(c)-10 under the 1940 Act will be considered to be a B-Class-of-Shares if it has economic characteristics substantially similar to the economic characteristics of the existing B-1 or B-2 Classes of Shares taking into account the total sale charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares and will not be considered to be a B-Class-of-Shares if it has economic characteristics substantially similar to the economic characteristics of the existing C Class of shares of the Fund taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares.

  • Amendment No. 7 Effective Date has the meaning assigned to such term in Amendment No. 7.

  • Basic generation service transition costs means the amount by

  • Amendment No. 6 Effective Date has the meaning assigned to such term in Amendment No. 6.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Retained Causes of Action means those Causes of Action that shall vest in the Reorganized Debtors on the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action that are settled, released or exculpated under the Plan.

  • Amendment No. 3 Effective Date has the meaning specified in Amendment No. 3.

  • at the individual request of a recipient of services means that the service is provided through the transmission of data on individual request.

  • Solicitation Amendment (or Addendum means a written document that is authorized by the Procurement Officer and issued for the purpose of making changes to the Solicitation.

  • Call-Off Agreement means a legally binding agreement (entered into pursuant to the provisions of this Framework Agreement) for the provision of the Services made between a Contracting Body and the Supplier pursuant to Framework Schedule 5 (Call Off Procedure);