Designated Severance Obligations definition

Designated Severance Obligations has the meaning set forth in Section 3.1(b)(vi).
Designated Severance Obligations means the sum of (A) the Severance Amount in respect of each Company employee or officer who will not be a Continuing Employee, plus (B) the total cash cost to the Company reasonably expected to be incurred in connection with the loss of any federal Tax deduction for the Severance Amounts by virtue of Section 280G of the Code; provided, for the avoidance of doubt, that any reduction of net operating losses as a result of a lost federal Tax deduction for the Severance Amounts shall not in any circumstances be considered a cash cost that is included in the amount of Designated Severance Obligations.
Designated Severance Obligations means the sum of (A) the aggregate amount of severance payments (including for this purposes all payments of any nature whatsoever arising in connection with a termination of employment, including, without limitation, the payment of accrued vacation pay, post-employment health benefit obligations and any taxes paid on such severance payment amounts) that are payable or may become payable by the Company in respect of each Company employee or officer as a result of the Mergers plus (B) the total cash cost to the Company reasonably expected to be incurred in connection

More Definitions of Designated Severance Obligations

Designated Severance Obligations means the sum of (A) the aggregate amount of severance payments (including for this purposes all payments of any nature whatsoever arising in connection with a termination of employment, including, without limitation, the payment of accrued vacation pay, post-employment health benefit obligations and any taxes paid on such severance payment amounts) that are payable or may become payable by the Company in respect of each Company employee or officer as a result of the Mergers plus (B) the total cash cost to the Company reasonably expected to be incurred in connection with the loss of any federal Tax deduction for such severance payment amounts by virtue of Section 280G of the Code; provided, for the avoidance of doubt, that any reduction of net operating losses as a result of a lost federal Tax deduction for severance payment amounts shall not in any circumstances be considered a cash cost that is included in the amount of Designated Severance Obligations.

Related to Designated Severance Obligations

  • Finance Obligations means, at any date, (i) all Senior Credit Obligations, (ii) all Swap Obligations of a Loan Party permitted hereunder owed or owing to any Swap Creditor and (iii) all Cash Management Obligations.

  • 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.

  • Specified Obligations means Obligations consisting of the principal and interest on Loans, reimbursement obligations in respect of LC Disbursements and fees.

  • 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.

  • Service obligation means the contractual obligation undertaken by an individual under section 2705 or section 2707 to provide health care services for a determinable time period at a site designated by the department.

  • Term Obligations shall have the meaning set forth in the Intercreditor Agreement.

  • Guaranty Obligations means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (i) to purchase any such Indebtedness or any Property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (iii) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

  • Guaranty Obligation has the meaning specified in the definition of "Contingent Obligation."

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

  • Compliance Obligations means obligations of the AMC to comply with: (a) laws or international guidance and internal policies or procedures, (b) any demand or request from authorities or reporting, disclosure or other obligations under laws, and (c) laws requiring us to verify the identity of our customers.

  • public service obligation means any obligation imposed upon air carriers to ensure on a specified route the minimum provision of scheduled air services satisfying fixed standards of continuity, regularity, pricing and minimum capacity which air carriers would not assume if they were solely considering their commercial interest. Air carriers may be compensated by the Party concerned for fulfilling public service obligations;

  • Swap Termination Payment Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Swap Administrator to the Swap Provider from payments from the Trust Fund, or by the Swap Provider to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant to the terms of the Swap Agreement.

  • Company Obligations means all Obligations of the Company.

  • Net Obligation means the amount owed to PJMSettlement and PJM for purchases from the PJM Markets, Transmission Service, (under Tariff, Parts II and III , and other services pursuant to the Agreements, after applying a deduction for amounts owed to a Participant by PJMSettlement as it pertains to monthly market activity and services. Should other markets be formed such that Participants may incur future Obligations in those markets, then the aggregate amount of those Obligations will also be added to the Net Obligation.

  • Reference Obligations The residential mortgage loans identified on xxxx://xxx.xxxxxxxxxx.xxx/creditriskofferings/security_data.html. Reference Pool: All of the Reference Obligations, collectively.

  • Swap Termination Payments shall have the meaning set forth in each Swap Agreement.

  • Program Obligations means (1) all applicable statutes and any regulations issued by the Secretary pursuant thereto that apply to the Project, including all amendments to such statutes and regulations, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and (2) all current requirements in HUD handbooks and guides, notices, and mortgagee letters that apply to the Project, and all future updates, changes and amendments thereto, as they become effective, except that changes subject to notice and comment rulemaking shall become effective only upon completion of the rulemaking process, and provided that such future updates, changes and amendments shall be applicable to the Project only to the extent that they interpret, clarify and implement terms in this Agreement rather than add or delete provisions from such document. Handbooks, guides, notices, and mortgagee letters are available on HUD's official website: (xxxx://xxx.xxx.xxx/offices/adm/hudclips/index.cfm or a successor location to that site)).

  • 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.

  • Severance Payments shall have the meaning set forth in Section 6.1 hereof.

  • Termination Payments means any payment or distribution of Compensation or benefits made pursuant to Section 4.1(a)-(c) of this Agreement.

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

  • Compliance obligation means the quantity of verified reported emissions or assigned emissions for which an entity must submit compliance instruments to ARB.

  • Note Obligations means the Notes, the Guarantees and all other obligations of any obligor under this Indenture, the Notes, the Guarantees and the Security Documents.

  • Sukuk Obligation means any undertaking or other obligation to pay any money given in connection with the issue of trust certificates or other instruments intended to be issued in compliance with the principles of Shari'ah, whether or not in return for consideration of any kind.

  • Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

  • Accrued Obligation means the sum of (i) Executive’s Base Salary earned through the Date of Termination and (ii) any accrued, unused vacation pay earned by Executive, in both cases, to the extent not theretofore paid.