Payroll Obligations Sample Clauses

Payroll Obligations. TRW shall pay each Transferred Employee who is a participant in any cash incentive plan of TRW or the Asset Selling Subsidiaries a 70 bonus for the plan year in which the Closing Date occurs equal to a pro rated portion of the full bonus amount that would have otherwise been paid for such year to such Transferred Employee pursuant to the terms of such plans as in effect immediately prior to the Closing Date. Such bonus shall be paid based upon the bonus performance for the full year and shall be pro rated based upon the number of days the Transferred Employee is employed by TRW or the Asset Selling Subsidiary for the plan year in which the Closing Date occurs, and shall be paid at the time bonuses for such plan year are paid.
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Payroll Obligations. Provider will maintain sole and direct responsibility for compensation of Personnel, including payment of wages and other compensation, reimbursement of expenses, and compliance with federal, state, and local tax withholding requirements, workers’ compensation, social security, unemployment and other obligations imposed on the employer of such Personnel.
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Payroll Obligations. Seller shall pay the payroll for the PMC Division through and including the Closing Date (excluding any obligation with respect to paid time off).
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Payroll Obligations. Without limiting the foregoing, except as expressly set forth on the Company Financial Statements or Section 5.5.2(b) above, for the period ending on the Balance Sheet Date, Company has no liability with respect to any payroll obligations for salary, hourly wages or otherwise.
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Payroll Obligations. No later than the first date following the Closing Date on which Seller would otherwise pay payroll in the ordinary course, Seller shall pay to each Transferred Employee an amount equal to the value of any salary, wages, bonus and, to the extent required by applicable Law, vacation, sick pay and other paid time off (as applicable) owed to or accrued by such Transferred Employee through and including the Closing Date, net of any applicable withholding (and Seller shall pay to the applicable taxing authority any employer and employee side payroll Taxes payable as a result thereof).
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Payroll Obligations. On the first date following the Closing Date on which the Asset Seller and Equity Seller would otherwise pay payroll in the ordinary course (or sooner, if required by applicable Law), the Asset Seller and Equity Sellers shall pay to each Transferred Employee an amount equal to the value of any salary, wages, vacation, sick pay and other paid time off (as applicable) owed to or accrued by such Transferred Employee through and including the Closing Date (excluding bonuses, if any, payable by Sellers pursuant to this Section 8.8(f) (the “Seller Employee Bonuses”), which Seller Employee Bonuses are an Excluded Liability), net of any applicable withholding (and the Asset Seller and Equity Seller shall pay to the applicable Taxing Authority any employer and employee side payroll Taxes payable as a result thereof). In accordance with Sellers’ payroll practices, Sellers shall pay any 2022 retention incentive awards and pro-rata bonuses for 2023 to the Transferred Employees on or about March 2024. In accordance with Sellers’ payroll practices, Sellers shall pay quarterly bonuses to the Transferred Employees for quarters ending prior to the Closing Date and pro-rated quarterly bonuses to the Transferred Employees for the quarter in progress as of the Closing Date. With respect to annual and quarterly bonuses payable by any Acquired Company (including pursuant to any executive employment agreement with an Acquired Company), Sellers shall be solely responsible for such bonuses for performance periods ending prior to the Closing Date and a pro-rated portion of such bonuses for performance periods in progress as of the Closing Date and shall pay such amounts in accordance with the terms of the applicable arrangements.
Sample 1
Payroll Obligations. Prior to or on the Closing Date, Seller shall fully satisfy and pay on the last day prior to or on the Closing Date any and all obligations arising out of or under the employment agreements or arrangements to employees of Seller and terminate all such employee agreements and arrangements. Seller shall also take all commercially reasonable steps to assure that all executive officers and other employees, as identified by Purchaser, remain in place at Seller until the Closing Date.
Sample 1
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Related to Payroll Obligations

  • Additional Obligations of the Company The Company shall:

  • Additional Obligations The Company will use its best efforts to (a) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of such jurisdictions as each Investor who holds (or has the right to hold) Registrable Securities being offered reasonably requests, (b) prepare and file in those jurisdictions any amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain their effectiveness during the Registration Period, (c) take any other actions necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (d) take any other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions. Notwithstanding the foregoing, the Company is not required, in connection such obligations, to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.4, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause material expense or burden to the Company, or (v) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders.

  • Severance Obligations In the event an offer of employment is extended by the Buyers to and accepted by an employee of the Seller pursuant to Section 4(c) and such subsequent employment by the Buyers is terminated within sixty (60) days from the Closing Date, the Seller shall be exclusively responsible for, and shall pay to such accepting employee, all severance benefits that may be due and owing such employee by reason of his or her employment with either the Seller or the Buyers based on Seller's severance policies as in effect on the Closing Date.

  • No Additional Obligations For clarity, this Agreement shall not obligate either Party to disclose to the other Party, or maintain, register, monitor, prosecute, pay for or offer to pay for (including by offering remuneration to any inventors), defend, enforce or otherwise manage any Intellectual Property, except to the extent expressly set forth herein.

  • Unconditional Obligations This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

  • Partnership Obligations (a) Except as provided in this Section 6.05 and elsewhere in this Agreement (including the provisions of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

  • Additional Obligations of Guarantor It shall constitute a Default of the Lessee under this Lease if any such Guarantor fails or refuses, upon reasonable request by Lessor to give: (a) evidence of the due execution of the guaranty called for by this Lease, including the authority of the Guarantor (and of the party signing on Guarantor's behalf) to obligate such Guarantor on said guaranty, and resolution of its board of directors authorizing the making of such guaranty, together with a certificate of incumbency showing the signatures of the persons authorized to sign on its behalf, (b) current financial statements of Guarantor as may from time to time be requested by Lessor, (c) a Tenancy Statement, or (d) written confirmation that the guaranty is still in effect.

  • Separate Obligations These obligations are independent of Borrower’s obligations and separate actions may be brought against Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action).

  • Additional Obligation Each replacement Note issued under Section 2.7(a) will be an original additional contractual obligation of the Issuer and have the benefits of this Indenture equally and proportionately with other Notes of the same Class duly issued under this Indenture.

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