After the Separation Clause Samples

After the Separation. Subsidiary Debt as of the last day of any fiscal quarter of the Company ending during any period set forth below will not exceed the percentage of Consolidated EBITDA for the four consecutive fiscal quarters of the Company ending on such date set forth below opposite such period; provided that in the case of any four fiscal quarter period ending prior to the first anniversary of the Separation, Consolidated EBITDA for such period shall equal Consolidated EBITDA for each fiscal quarter (a "Relevant Quarter") beginning after the Separation and ending on or prior to the last day of such period, multiplied by a fraction, the numerator of which is four and the denominator of which is the number of Relevant Quarters. Period Percentage Prior to December 31, 1999 150% December 31, 1999- December 30, 2000 140% December 31, 2000- December 30, 2001 130% On or after December 31, 2001 125%
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After the Separation. Subsidiary Debt as of the last day of any fiscal quarter of the Company will not exceed 150% of Consolidated EBITDA for the four consecutive fiscal quarters of the Company ending on such date; provided that in the case of any four fiscal quarter period ending prior to the first anniversary of the Separation, Consolidated EBITDA for such period shall equal Consolidated EBITDA for each fiscal quarter (a "Relevant Quarter") beginning after the Separation and ending on or prior to the last day of such period, multiplied by a fraction, the numerator of which is four and the denominator of which is the number of Relevant Quarters.
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Related to After the Separation

  • The Separation Subject to the satisfaction or waiver (in accordance with the provisions of Section 4.3) of the conditions set forth in Section 4.3, each of MII and B&W will use commercially reasonable efforts to take, or cause to be taken, any actions, including the transfer of Assets and the assumption of Liabilities, necessary to effect the Separation on or prior to the Distribution Date. As of and after the Distribution Time, B&W and its Subsidiaries shall, as between the B&W Group and the MII Group, be responsible for all B&W Liabilities, regardless of when or where such B&W Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such B&W Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. As of and after the Distribution Time, MII and its Subsidiaries shall, as between the MII Group and the B&W Group, be responsible for all MII Liabilities, regardless of when or where such MII Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such MII Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. Subject to Section 3.8(f), each of MII and B&W agrees on behalf of itself and each of its Subsidiaries as of the Distribution Time that the provisions of the Tax Sharing Agreement shall exclusively govern the allocation of Assets and Liabilities related to Taxes.

  • Separation Any employee who has been employed for at least six (6) continuous months will be entitled to payment for vacation leave credits when they: A. Resign with adequate notice; B. Retire; C. Are laid-off; or D. Are terminated by the Employer. In addition, the estate of a deceased employee will be entitled to payment for vacation leave credits.

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

  • Covenant Not to Solicit Employees The Executive agrees not to, directly or indirectly, solicit or employ the services of any officer or employee of the Bank (including an individual who was an officer or employee of the Bank during the one year period following the Executive’s termination) for one year after the Executive’s employment termination.