Seller Severance Costs definition

Seller Severance Costs means (A) all payments made pursuant to Retention Awards and (B) all Severance Costs paid to (i) Identified Employees (including any Person identified in Section 6.15(i) of the Company Disclosure Letter as to be deemed an Identified Employee) up to a maximum of $1,500,000 in the aggregate (ignoring for purposes of this clause (B)(i) any payment made pursuant to any Retention Award) and (ii) Employees that are not Identified Employees with respect to a termination of employment or separation from service prior to the Closing. Notwithstanding the foregoing, Seller Severance Costs shall not include any payments or Damages payable (i) to any Identified Employee pursuant to the WARN Act in excess of the amounts specified to be paid to an Identified Employee in the Severance Policies and Agreements or (ii) to any Employee that is not an Identified Employee.
Seller Severance Costs means (A) all payments made pursuant to Retention Awards and (B) all Severance Costs paid to (i) Identified Employees (including any Person identified in Section 6.15(i) of the Company Disclosure Letter as to be deemed an Identified Employee) up to a maximum of$1,500,000 in the aggregate (ignoring for purposes of this clause (B)(i) any payment made pursuant to any Retention Award) and (ii) Employees that are not Identified Employees with respect to a termination of employment or separation from service prior to the Closing. Notwithstanding the foregoing, Seller Severance Costs shall not include any payments or Damages payable (i) to any Identified Employee pursuant to the WARN Act in excess of the amounts specified to be paid to an Identified Employee in the Severance Policies and Agreements or (ii) to any Employee that is not an Identified Employee.
Seller Severance Costs means (A) all payments made pursuant to Retention Awards and (B) all Severance Costs paid to (i) Identified Employees (including any Person identified in S ection 6.15(i) of the Company Disclosure Letter as to be deemed an Identified Employee) up to a maximum of

Examples of Seller Severance Costs in a sentence

  • Purchaser shall reimburse Seller for the cost to Seller of providing COBRA continuation coverage to the Identified Employees in excess of the limits of the Seller Severance Costs to the extent such limits are exceeded.

  • Seller shall be responsible for and shall bear all Seller Severance Costs.

  • Seller shall take any and all necessary actions to ensure that Purchaser and its affiliates are not required to provide such continuation coverage to the extent of Seller Severance Costs to any such individual at any time.

Related to Seller Severance Costs

  • Severance Costs means the costs which the employers are legally obliged to pay to or in respect of the Crew as a result of the early termination of any employment contract for service on the Vessel.

  • Severance Payment means any amount paid by a board to or in behalf of a superintendent on early termination of the superinten- dent’s contract that exceeds the amount earned by the superinten- dent under the contract as of the date of termination, including any amount that exceeds the amount of earned standard salary and benefits that is paid as a condition of early termination of the con- tract. Payments to a former superintendent who remains employed by a district in another capacity or contracts with a district to pro- vide the district services may be severance payments in whole or in part if the payments are compensation for the early termination of a prior employment agreement. Severance payments include any payment for actual or threatened litigation involving or related to the employment contract. Education Code 11.201(c); 19 TAC 105.1021(a)(1)

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

  • Company Expenses has the meaning provided in Section 8.3.

  • Severance Amount means:

  • Accrued Expenses means the accrued and unpaid expenses appearing as a Liability on the Preliminary Closing Statement or the Final Closing Statement.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • Termination Costs The costs and expenses related to the termination of any Servicer, the appointment of a successor servicer or the transfer and assumption of servicing with respect to the related Servicing Agreement, including, without limitation, the items set forth in Section 3.03(c).

  • Company Reimbursable Costs means the actual costs and expenses incurred by Company and/or its Affiliates in connection with performance of the Company Work or otherwise incurred by Company and/or its Affiliates in connection with this Agreement, and including, without limitation, any such costs that may have been incurred by Company and/or its Affiliates in connection with the Company Work or this Agreement prior to the Effective Date. These Company Reimbursable Costs shall include, without limitation, the actual expenses for labor (including, without limitation, internal labor), services, materials, subcontracts, equipment or other expenses incurred in the execution of the Company Work, all applicable overhead, overtime costs, all federal, state and local taxes incurred (including, without limitation, all taxes arising from amounts paid to Company that are deemed to be contributions in aid of construction), all costs of outside experts, consultants, counsel and contractors, all other third-party fees and costs, and all costs of obtaining any required permits, rights, consents, releases, approvals, or authorizations acquired by or on behalf of Company, including, without limitation, the Required Approvals.

  • Insurance Costs means the sums described in paragraph 1.1 of Part 5 of the Schedule;

  • Covered Expenses means expenses actually incurred by or on behalf of a Covered Person for treatment, services and supplies covered by the Policy. Coverage under the Participating Organization’s Policy must remain continuously in force from the date of the Covered Accident or Sickness until the date treatment, services or supplies are received for them to be a Covered Expense. A Covered Expense is deemed to be incurred on the date such treatment, service or supply, that gave rise to the expense or the charge, was rendered or obtained.

  • Employment Taxes means all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an employee or other service provider.

  • Severance Compensation means the compensation set forth in (i), (ii), and (iv) above.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • Expense Reimbursement has the meaning set forth in Section 8.2(c).

  • Relocation Costs means costs incurred in the relocation of the furniture, fixtures, equip- ment, machinery and supplies, including, but not limited to, the cost of dismantling and reassembling equipment and the cost of floor preparation necessary for the reassembly of the equipment. Relocation costs include only such costs that are incurred during the ninety-day period immediately following the commencement of the relocation to an eli- gible premises. Relocation costs do not include costs for structural or capital improve- ments or items purchased in connection with the relocation.

  • Severance Pay means any amount that is payable in cash and is identified by a Participating Company as severance pay, or any amount which is payable on account of periods beginning after the last date on which an employee (or former employee) is required to report for work for a Participating Company.

  • Reimbursable Expenses means, for any Shared-Loss Quarter, the amount of actual, reasonable and necessary out-of-pocket expenses (other than Capitalized Expenditures), paid to third parties (other than Affiliates of the Assuming Institution) by or on behalf of the Assuming Institution, as limited by Sections 3.2(c) and (d) of Article III of this Commercial Shared-Loss Agreement, to:

  • Severance Benefit means the payment of severance compensation as provided in Article III.

  • Transition Costs means the reasonable costs and expenses (including reasonable attorneys’ fees but excluding overhead) incurred or payable by the Successor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to the Sale and Servicing Agreement required in connection with the transfer of servicing.

  • Base Taxes means the Taxes payable for the Base Tax Year.

  • Contingent Compensation Payment means any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

  • Severance Benefits mean the payment of severance compensation as provided in Section 2.3 herein.

  • Non-Cash Compensation Expense means any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive based compensation awards or arrangements.

  • Excise Taxes see Section 5.1.