Excluded Arrangements definition

Excluded Arrangements means (i) any employment, severance or other similar arrangements with managers, directors, officers, employees or other Service Providers, in each case, in their capacities as such (including, for avoidance of doubt, any invention or non-disclosure, restrictive covenant or similar agreements), (ii) compensation for services performed by a Related Party as a manager, director, officer, employee or other Service Provider and amounts reimbursable for routine travel and other business expenses, in each case, in the ordinary course of business consistent with past practice, (iii) this Agreement and the Ancillary Agreements and (iv) any other arrangement set forth on ‎Section 6.07 of the Company Disclosure Schedule.

Excluded Arrangements means any Arrangements which form part of the Excluded Assets or the Excluded Liabilities;

Excluded Arrangements means (a) any employment, severance, indemnification, consultation or other similar arrangements with Company Employees (in their capacities as such) (including, for the avoidance of doubt, any invention and non-disclosure, restrictive covenant or similar agreements), (b) compensation for services performed by a Related Party as a Company Employee (in his or her capacity as such) and amounts reimbursable for routine travel and other business expenses in the ordinary course of business, (c) this Agreement and the other Transaction Agreements, (d) any Company Benefit Plan, including the Company Incentive Award Plan and (e) any Contract providing for the indemnification or reimbursement of expenses of (x) any member of the Company Board or other governing body of the Company or any of its Subsidiaries and/or (y) any officer of the Company or any of its Subsidiaries.

Examples of Excluded Arrangements in a sentence

• Section 3.26 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all Contracts between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company, on the other hand, in each case that are in effect on the date of this Agreement (any such Contract of the type described in this sentence, a “Company Related Party Transaction”), other than the Excluded Arrangements.

• Such plans (including the Excluded Arrangements) are referred to collectively herein as the "Employee Plans".

• In each case, base salary, base wages and short-term target cash incentive compensation opportunities (other than the Excluded Arrangements) will not be decreased following the Effective Time until December 31, 2023, for any Continuing Employee employed during that period.

• Notwithstanding the foregoing, the Company will provide to Parent within 20 days of the date hereof a description of the range of severance for employees who may receive benefits under any of the Excluded Arrangements, an estimate of the number of individuals participating in such Excluded Arrangements and an estimate of the maximum payments that may be made under all of the Excluded Arrangements.

• Except with respect to the Excluded Arrangements, prior to the Closing, Seller shall, and shall cause the Company Group to, (a) pay, settle or discharge all account balances owed from any member of the Company Group to any Related Party and (a) terminate all Contracts between or among any member of the Company Group, on the one hand, and any Related Party, on the other hand (and any Related Party Contract), in each case without any continuing Liability of any of the members of the Company Group thereunder.

More Definitions of Excluded Arrangements

Excluded Arrangements has the meaning set forth in Section 7.04.

Excluded Arrangements means any (i) Operating Lease which, at any time after the Closing Date, is required to be treated as a Capitalized Lease in accordance with GAAP and (ii) debt arrangements with respect the Laguna Belle and Seminole Princess vessels which shall be treated as Operating Leases pursuant to Section 7.19.

Excluded Arrangements means (w) any customary employment, severance or other similar arrangements with (i) directors and officers of any member of the Company Group who are employees of any member of the Company Group or (ii) employees of any member of the Company Group (including, in each case, for avoidance of doubt, any invention or non-disclosure, restrictive covenant or similar agreements), (x) compensation for services performed by a Seller Related Party as director, officer or employee of any member of the Company Group and amounts reimbursable for routine travel and other business expenses in the ordinary course of business to the extent included as a current liability in the calculation of Final Working Capital, (y) the Transaction Documents and (z) any other arrangement set forth on Section 1.1(a) of Schedule III.

Excluded Arrangements means (i) subject to Section 6.06, any customary employment, indemnification severance or other similar arrangements with (x) directors and officers of any Acquired Company who are employees of any of the Acquired Companies or (y) employees of any Acquired Company (including, in each case, for avoidance of doubt, any invention or non-disclosure, restrictive covenant or similar agreements), (ii) compensation for services performed by a Related Party of any Equityholder as director, officer or employee of any Acquired Company and amounts reimbursable for routine travel and other business expenses in the ordinary course of business to the extent included as a current liability in the calculation of Closing Working Capital, (iii) the Transaction Documents, (iv) any customer Contracts entered into in the ordinary course of business on arms’ length terms and (v) any other arrangement set forth on ‎of the Company Disclosure Schedule.

Excluded Arrangements means (i) any employment, severance or other similar arrangements with managers, directors, officers, employees or other Service Providers, in each case, in their capacities as such (including, for avoidance of doubt, any invention or non-disclosure, restrictive covenant or similar agreements), (ii) compensation for services performed by a Related Party as a manager, director, officer, employee or other Service Provider and amounts reimbursable for routine travel and other business expenses, in each case, in the ordinary course of business consistent with past practice, (iii) this

Excluded Arrangements means (i) subject to Section 7.05, any employment, severance, indemnification or other similar arrangements with directors, officers or employees of the Acquired Companies,(ii) compensation for services performed by a Related Party as director, officer or employee of the Acquired Companies and amounts reimbursable for routine travel and other business expenses in the ordinary course of business consistent with past practices (in each case to the extent included in Estimated Closing Working Capital), (iii) the Contracts set forth on Section 7.04(y) of the Seller Disclosure Schedule and (iv) the Transaction Documents.

Excluded Arrangements means (i) any employment, indemnification, severance or other similar arrangements with (A) directors, managers, or officers of the Company or any of its subsidiaries or (B) employees of the Company or any of its subsidiaries (including, in each case, for avoidance of doubt, any invention or non-disclosure, restrictive covenant or similar agreements), (ii) compensation for services performed as director, manager, officer or employee of the Company or any of its subsidiaries and amounts reimbursable for routine travel and other business expenses in the ordinary course of business, and (iii) the LTIP and all arrangements related thereto.