Separation Obligations definition

Separation Obligations means indemnification obligations of the Borrower and/or its Restricted Subsidiaries in favor of EHI and/or its subsidiaries in connection with the Spin Transaction.

Separation Obligations means the obligations of the Parent to ---------------------- reimburse CBS Corporation for certain tax and other obligations relating to the separation of the Parent from American Radio Systems as set forth on Schedule 3 ---------- attached hereto.

Separation Obligations means indemnification obligations of the Borrower and/or its Restricted Subsidiaries in favor of Edgewell and/or its subsidiaries in connection with the Spin Transaction. “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate). “SOFR Administrator’s Website” means the NYFRB’s website, currently at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. “SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”. “SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”. “Solvent” means, when used with respect to any Person, that at the time of determination: (i) the fair value of its assets (both at fair valuation and at present fair saleable value) is equal to or in excess of the total amount of its liabilities, including, without limitation, contingent liabilities; (ii) it is then able and believes that it will be able to pay its debts as they mature; and (iii) it has capital sufficient to carry on its business as conducted and as proposed to be conducted. With respect to contingent liabilities (such as litigation and guarantees), such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represent the amount which can be reasonably be expected to become an actual or matured liability. “Specified Indebtedness” means the Senior Notes, any Permitted Debt that is not secured on a pari passu basis with the Secured Obligations and any Refinancing Indebtedness in respect of any of the foregoing. “Specified Representations” means the representations and warranties set forth in Sections 6.01 (as it relates to the Loan Parties), 6.02, 6.03(c), 6.03(d) (solely to the extent relating to 50 #98412540v7

Examples of Separation Obligations in a sentence

• There has occurred no event since -------------------------- December 31, 1997 which has or which could reasonably be expected to have a Materially Adverse Effect other than the Separation Obligations.

• Section 4.1(c) of the Employment Agreement specifies the time period(s) in which the Separation Obligations are to be paid or provided by the Company.

• Debney acknowledges that no Separation Obligations will be paid to Debney until after this Agreement has been executed, and the revocation period referenced in Paragraph 16 below has expired.

• Because Cause did not exist for Dr. Pestell’s termination, he is entitled to be paid or provided with the Separation Obligations, as enumerated in Section 4.1(c) of the Employment Agreement.

• The Company will issue IRS W-2 forms and 1099 forms as required by law and make all legally required deductions in connection with the Separation Obligations or other future payments due to Debney.

• The Separation Obligations constitute “benefits or wage supplements” under the WPCA.

• There has occurred no event since ---------------------------- December 31, 1997 which has or which could reasonably be expected to have a Materially Adverse Effect other than the Separation Obligations.

• The Defendants have refused to pay or provide Dr. Pestell with the Separation Obligations to which he is entitled under the Employment Agreement and, in doing so, have violated Section 1109 of the WPCA.

• Respondent Elanco may require the Divestiture Trustee and each of the Divestiture Trustee’s consultants, accountants, attorneys, and other representatives and assistants to sign a customary confidentiality agreement; provided, however, that such agreement shall not restrict the Divestiture Trustee from providing any information to the Commission.

• The Separation Obligations constitute “fringe benefits or wage supplements” under the WPCL.

More Definitions of Separation Obligations

Separation Obligations means indemnification obligations of the Issuer and/or its Restricted Subsidiaries in favor of EPC and/or its subsidiaries in connection with the Separation as described under “Certain Relationships and Related Party Transactions” in the Offering Memorandum

Separation Obligations means the obligations of the Borrower to ---------------------- reimburse CBS Corporation for certain tax and other obligations relating to the separation of the Borrower from American Radio Systems as set forth on Schedule -------- 3 attached hereto. -

Separation Obligations means indemnification obligations of the Parent and/or its Subsidiaries in favor of Spinco and/or its subsidiaries in connection with the Spin-Off Transaction.

Separation Obligations means indemnification obligations of the Borrower and/or its Restricted Subsidiaries in favor of Edgewell and/or its subsidiaries in connection with the Spin Transaction. “SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day. “SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate). “SOFR Administrator’s Website” means the NYFRB’s website, currently at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. “Solvent” means, when used with respect to any Person, that at the time of determination: