Closing Employee Transaction Payments means an amount equal to the Employee Transaction Payments not paid (i) by Seller, (ii) by the Targets prior to the Closing, or (iii) by the Targets at the Closing and deducted from Closing Cash.
Transaction Bonuses means any transaction bonuses payable by the Sellers or their Affiliates on or after the Closing to the Transferred Employees.
Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.
Employee Transfer Date means in respect of any particular Transferring Employee the date on which the part of the Services to which they are assigned transfers from the Previous Contractor to the Contractor;
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;
Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.
Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).
Seller Benefit Plans has the meaning set forth in Section 4.10(a).
Buyer Benefit Plans has the meaning set forth in Section 6.10(f).
Seller Benefit Plan means each Benefit Plan sponsored, maintained or contributed to by Seller or any of its Subsidiaries or with respect to which Seller or any of its Subsidiaries is a party and in which any Employee is or becomes eligible to participate or derive a benefit.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).
Excluded Employees has the meaning set forth in Section 2.5(a)(iv).
Earnout Payments has the meaning specified in Section 2.7.
Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.
Earn-Out Payments has the meaning set forth in Section 2.3(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.
Seller 401(k) Plan shall have the meaning set forth in Section 6.01(i).
Parent Benefit Plans has the meaning set forth in Section 5.07(b).
Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.
Company Contribution Account means (i) the sum of the Participant’s Company Contribution Amounts, plus (ii) amounts credited or debited to the Participant’s Company Contribution Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.
Transferred Employee has the meaning set forth in Section 6.01(a).
Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.
Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.