Severance Expenses definition

Severance Expenses has the meaning set forth in Section 6.2.
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Severance Expenses means all costs and Liabilities actually incurred during the Severance Period and arising out of or relating to the termination of employment of any Transferred Employee, UK Transferred Employee or PL Transferred Employee. For the avoidance of doubt, and subject to the procedures set forth in Section 2.3(b), Severance Expenses may include such costs or Liabilities that are incurred but not paid during the Severance Period and that costs or Liabilities shall be deemed incurred no later than the date that the Transferred Employee, UK Transferred Employee or PL Transferred Employee, as applicable, is notified of the fact that their employment is being terminated. The Parties agree that such costs and Liabilities are limited to one or more of the following, depending on the jurisdiction: (a) an amount calculated as a function of the employee’s base compensation; (b) an amount intended to assist with payment of COBRA premiums (in the US); (c) employer-side payroll taxes due on severance payments; (d) statutory severance and/or payment in lieu of notice (in the UK and Poland); (e) any amounts owed to such employee in connection with such termination pursuant to a contract, agreement or plan that was in existence prior to the Closing and for which Buyer or any of the Acquired Company is or may be liable; (f) any amounts owed to such employee by Buyer or any Acquired Company pursuant to applicable Law; (g) reasonable legal fees and expenses incurred in connection with any such termination; and (h) third party costs for reasonable outplacement services provided to such employee. No amounts paid in addition to the foregoing categories shall be considered Severance Expenses without a separate agreement in writing by US Seller and Buyer.
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Severance Expenses means the amount of all severance costs and severance expenses, including any amount for Taxes, incurred or to be incurred by the Company, Buyer or any of their Affiliates known at the Closing, in connection with the termination of any employee of the Company.
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Examples of Severance Expenses in a sentence

  • In addition, at the Closing, Buyer will promptly pay Seller an amount equal to the Closing Severance Expenses, as contemplated by Section 2.3(a)(x) hereof.

  • In the event that the Buyer or the Surviving Corporation terminates any employee after the Closing without cause, the Buyer shall be responsible for the payment of any applicable Buyer Severance Expenses.

  • Xxxxxx in connection with the severance of any persons employed by it to render the Services (the "Severance Expenses").

  • In the event of a termination of this Agreement pursuant to Section 6.1(b)(i), the Manager shall bear all expenses incurred by the Manager in connection with the severance of any persons employed by it to render the Services (the "Severance Expenses").

  • For the avoidance of doubt, Post-Closing Date Employment Liabilities shall not include any Severance Expenses for which Sellers are responsible pursuant to Section 2.3 or any liabilities or payments owed pursuant to any of the US Seller retention agreements or Seller Employee Plan listed on Section 4.13(a) of the Seller Disclosure Schedule (other than the severance benefits described in Section 8.1(b)(ii) (subject to the provisions of Section 2.3)).

  • Parent shall bear all Payroll Taxes with respect to (i) any Parent Severance Expenses made in connection with the transactions contemplated by this Agreement; and (ii) any payments with respect to the Upward Adjustment Amount and the release of the Escrow Account.

  • In the event of a termination of this Agreement pursuant to Section 8.2, TCBY shall be liable for and pay the Severance Expenses to Xxx.

  • In the event of a termination of this Agreement pursuant to Section 6.1(b)(ii), the Company shall be liable for and pay the Severance Expenses to the Manager within ten days of any such termination.

  • The Buyers shall not have any Liability to the Group Companies, the Share Seller or any other Person for any costs, claims, liabilities or damages resulting from the Group Companies seeking to terminate any of the Terminated Agreements or to obtain any consents, modifications, waivers and approvals, or for any Change in Control Fees, Company Transaction Fees or Severance Expenses.

  • Except as otherwise provided in the last sentence of this Section 6.8, Company Holders shall bear all employer-level employment or payroll Taxes (“Payroll Taxes”) with respect to (a) any payment to an Employee Cashed-Out Option Holder in respect of such holder’s Cashed-Out Options, (b) any Company Severance Expenses, and (c) any Closing Company CIC Payments.


More Definitions of Severance Expenses

Severance Expenses means, as of the Reference Time, the amount of all severance costs and expenses, including any employer side employment or payroll or other applicable Taxes payable by the Group Companies in connection with the foregoing, incurred or to be incurred by the Group Companies, prior to or at the Closing or thereafter, arising from the termination prior to or at the Closing of employment of any Employees of the any of the Group Companies, but expressly excluding any amount payable as a result of an action taken by any of the Buyers or any of their Affiliates after the Closing and without duplication of any amounts included in the calculation of Change in Control Fees, Company Transaction Expenses, Company Debt or Company Net Working Capital.
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Severance Expenses shall have the meaning set forth in Schedule 6.1(i).
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Related to Severance Expenses

  • 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.

  • Insurance Expenses means any Insurance Proceeds (i) applied to the repair of the related Leased Vehicle, (ii) released to the related Lessee in accordance with applicable law or the Customary Servicing Practices or (iii) representing other related expenses incurred by the Servicer that are not otherwise included in Liquidation Expenses or Disposition Expenses and recoverable by the Servicer under any applicable Servicer Basic Documents.

  • 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.

  • Reimbursable Expenses means all assignment-related costs [such as travel, translation, report printing, secretarial expenses, subject to specified maximum limits in the Contract].

  • Gross Operating Expenses shall include (i) all costs and expenses of operating the Hotel included within the meaning of the term “Total Costs and Expenses” contained in the Uniform System and, (ii) without duplication, the following: all salaries and employee expense and payroll taxes (including salaries, wages, bonuses and other compensation of all employees of the Hotel, and benefits including life, medical and disability insurance and retirement benefits), expenditures described in Section 9.1, operational supplies, utilities, insurance to be provided by Lessee under the terms of this Lease, governmental fees and assessments, common area maintenance costs and other common area fees and assessments, food, beverages, laundry service expense, the cost of Inventories, license fees, advertising, marketing, reservation systems and any and all other operating expenses as are reasonably necessary for the proper and efficient operation of the Hotel and the Leased Property incurred by Lessee in accordance with the provisions hereof (excluding, however, (i) federal, state and municipal excise, sales and use taxes collected directly from patrons and guests or as a part of the sales price of any goods, services or displays, such as gross receipts, admissions, cabaret or similar or equivalent taxes paid over to federal, state or municipal governments, (ii) the cost of insurance to be provided under Article 13, (iii) expenditures by Lessor pursuant to Article 13 and (iv) payments on any Mortgage or other mortgage or security instrument on the Hotel); all determined in accordance with generally accepted accounting principles. No part of Lessee’s central office overhead or general or administrative expense (as opposed to that of the Hotel), and no operating expenses paid or payable by tenants under Space Leases, shall be deemed to be a part of Gross Operating Expenses, as herein provided. Reasonable out-of-pocket expenses of Lessee incurred for the account of or in connection with the Hotel operations, including but not limited to postage, telephone charges and reasonable travel expenses of employees, officers and other representatives and consultants of Lessee and its Affiliates, shall be deemed to be a part of Gross Operating Expenses and such Persons shall be afforded reasonable accommodations, food, beverages, laundry, valet and other such services by and at the Hotel without charge to such Persons or Lessee.

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

  • Common Area Operating Expenses are defined, for purposes of this Lease, as all costs incurred by Lessor relating to the ownership and operation of the Industrial Center, including, but not limited to, the following:

  • Management Expenses means the Management Expenses more particularly described in Clause 10.1;

  • 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.

  • Tax Expenses means all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, (including, without limitation, real estate taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Project, or any portion thereof), which shall be paid or accrued during any Expense Year (without regard to any different fiscal year used by such governmental or municipal authority) because of or in connection with the ownership, leasing and operation of the Project, or any portion thereof.

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

  • Termination Costs means all liabilities incurred in connection with or arising out of the withdrawal, departure, resignation or termination of employment (whether actual or alleged constructive termination) of any Seconded Employee, including, without limitation, liabilities relating to or arising out of any claim of discrimination or other illegality in connection with such withdrawal, departure, resignation or termination, including cost of defense of such claims, and also including severance payments and benefits paid to a Seconded Employee in return for a release of claims.

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

  • Gross compensation means every form of remuneration payable for a given period to an individual for services provided including salaries, commissions, vacation pay, severance pay, bonuses, and any board, rent, housing, lodging, payments in kind, and any similar benefit received from the individual's employer.

  • Annual Operating Expenses for the Class means and will consist only of the following operating expenses of the Series for the Class that are, under generally accepted accounting principles, accruable and deductible from the Series’ assets with respect to the Class for the period involved: (i) investment advisory fees, if any; (ii) Rule 12b-1 distribution fees, if any; and (iii) custodian fees, shareholder servicing fees, administrative and office facilities expenses, professional fees, trustees’ fees and any other operating expenses of the Series with respect to the Class that are recorded or includable in the Series’ statement of operations in accordance with generally accepted accounting principles. Notwithstanding the provisions of the immediately preceding sentence, the Series’ “Annual Operating Expenses” for the Class do not include “acquired fund expenses”, interest and dividends on securities sold short, amortization of organization expenses, taxes, brokerage commissions, litigation and indemnification expenses or any costs or expenses of or for the Series with respect to the Class that are “extraordinary” as determined under generally accepted accounting principles (see Accounting Principles Board Opinion No. 30). Very truly yours, ROYCE & ASSOCIATES, LP By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Chief Financial Officer ACCEPTED: THE ROYCE FUND By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Treasurer ROYCE & ASSOCIATES, LP 000 XXXXX XXXXXX XXX XXXX, XX 00000 January 1, 2019 The Royce Fund 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Fee Waiver and Expense Reimbursement – Royce Small/Mid-Cap Premier Fund (formerly Royce Heritage Fund) (Consultant Class) Gentlemen: Reference is made to the Amended and Restated Investment Advisory Agreement dated July 1, 2017 (the “Agreement”) by and between The Royce Fund (the “Fund”), on behalf of Royce Heritage Fund (now Royce Small/Mid-Cap Premier Fund) (the “Series”), and Royce & Associates, LP (the “Adviser”). Notwithstanding the provisions of Section 4 (Compensation of the Adviser) of the Agreement, the Adviser hereby waives compensation for services provided by it under the Agreement for the period beginning January 1, 2019 and ending December 31, 2019 (the “Period”), and/or agrees to reimburse expenses relating to the Period to the Series with respect to the Class in an amount, if any, necessary so that the Series’ “Annual Operating Expenses” for its Consultant Class of shares (the “Class”) are not more than 2.09% of the Class’ average net assets for the Period. The Adviser’s obligations to reimburse the Series with respect to the Class hereunder will not apply for any period when the Adviser is not rendering services to such Series under the Agreement.

  • Travel Expenses means any costs incurred by Licensor associated with the transportation, storage or lodging of equipment, supplies, Licensor employees and other items necessary for business use from Licensor headquarters to Licensee’s facilities. Travel expenses may include, but are not limited to airfare, hotel costs, and meals if applicable. Any travel expenses paid by the Licensee shall be paid at allowable government travel rates consistent with Management Directive 230.10, unless otherwise first approved by the Licensee’s authorized representative.

  • Class Expenses means expenses incurred by a particular Class in connection with a shareholder services arrangement or a distribution plan that is specific to such Class or any other differing share of expenses or differing fees, in each case pursuant to a plan adopted by the Trust pursuant to Rule 18f-3 under the 1940 Act, as such plan or Rule may be amended from time to time;

  • Operating Expenses is defined to include all expenses necessary or appropriate for the operation of the Fund (or Class, as applicable), including the Advisor’s investment advisory or management fee detailed in the Investment Advisory Agreement and any Rule 12b-1 fees and other expenses described in the Investment Advisory Agreement, but does not include taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation expenses.

  • Company Expenses has the meaning provided in Section 8.3.

  • 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.

  • Operation and Maintenance Expenses or ‘O&M expenses' means the expenditure incurred on operation and maintenance of the project, or part thereof, and includes the expenditure on manpower, repairs, spares, consumables, insurance and overheads;

  • Operating Costs means the incremental expenses incurred by the Recipient on account of Project implementation, management, and monitoring, including for office space rental, utilities, and supplies, bank charges, communications, vehicle operation, maintenance, and insurance, building and equipment maintenance, advertising expenses, travel and supervision, salaries of contractual and temporary staff, but excluding salaries, fees, honoraria, and bonuses of members of the Recipient’s civil service.

  • Medical Expenses means those expenses that an Insured Person has necessarily and actually incurred for medical treatment on account of Illness or Accident on the advice of a Medical Practitioner, as long as these are no more than would have been payable if the Insured Person had not been insured and no more than other hospitals or doctors in the same locality would have charged for the same medical treatment.

  • Final compensation of a member means: