Separation Expenses. Except as otherwise expressly set forth herein or in any other Transaction Document:
Separation Expenses. To the extent that Change Healthcare provides Exit Transition Services hereunder, Change Healthcare acknowledges that, except as otherwise provided herein or in a Service Schedule, such steps related to the segregation of Connect LLC Data and any employee, customer and user data, software (including source and object code), technology, documentation, and other information and materials residing on Change Healthcare’s networks and systems that constitute Connect Assets shall be undertaken at Change Healthcare’s own cost, including with respect to any third-party costs (it being understood that, notwithstanding the foregoing, the cost associated solely with the migration and integration of any Services from Change Healthcare to Connect LLC or a third-party appointed by Connect LLC, namely those Services relating to the building and implementation necessary for Connect LLC to operate as a stand-alone business (e.g., the creation of new or modified systems with all data necessary to run transitioned Connect LLC Systems, data conversion, configuration management, porting of data from Change Healthcare to Connect LLC in Connect LLC’s required format) shall be paid by Connect LLC).
Separation Expenses. Subject to the Tax Matters Agreement, and except as otherwise expressly contemplated herein or in any other Transaction Document, (a) Agilent shall pay for all out-of-pocket fees, costs and expenses incurred by Agilent or any of its Subsidiaries prior to the Effective Time (and not actually paid prior to the Effective Time) in connection with the Separation, the Distribution and other transactions contemplated by this Agreement and the other Transaction Documents, and (b) each party shall pay for all out-of-pocket fees, costs and expenses incurred by such party at or after the Effective Time.
Separation Expenses. Except as otherwise expressly set forth herein, in any other Transaction Document or in the Merger Agreement, all fees and expenses incurred by the Parties, including in connection with the Reorganization, the Distribution and the other transactions contemplated by this Agreement, shall be borne by the Party that has incurred such fees and expenses.
Separation Expenses. Except as otherwise set forth in this Agreement or any Ancillary Agreement, each party shall bear its own costs and expenses in connection with the preparation, execution, delivery, printing and implementation of this Agreement and any Ancillary Agreement, the Proxy Statement and the Separation and the consummation of the transactions contemplated thereby, and such costs and expenses shall be deemed to be Enterprise Liabilities or Excluded Liabilities, respectively. Further, except as otherwise set forth in this Agreement or any Ancillary Agreement, each party shall bear its own costs and expenses incurred after the Closing Date, and any amount or expense to be paid or reimbursed by any party hereto to any other party hereto (other than Enterprise Expenses which are reimbursed to Radiant through an adjustment to the Cash Contribution under Section 2.2) shall be so paid or reimbursed promptly after the existence and amount of such obligation is determined and written demand therefor is made.
Separation Expenses. (a) Except as otherwise expressly set forth in this Agreement, the Merger Agreement or in any other Transaction Document, the out-of-pocket fees, costs and expenses of Moon, SpinCo and the members of their respective Groups (i) incurred in connection with the Reorganization, the Distribution and the other transactions contemplated by this Agreement (including the transactions contemplated by Section 2.4 and Section 2.5) and the other Transaction Documents, (ii) incurred as Set-Up Costs (as defined in the Transition Services Agreement), (iii) incurred for the provision of post-termination assistance pursuant to Section 5.6 of the Transition Services Agreement or (iv) incurred in connection with the actions or activities set forth in Schedule 2.13 (except as otherwise expressly provided therein), shall in each case be borne as provided in Schedule 7.4. In the event of any conflict between a Transaction Document and an allocation of expenses expressly provided in Schedule 7.4, Schedule 7.4 shall control.
Separation Expenses. The Company will reimburse Executive for the attorney’s fees he has incurred in connection with the review and negotiation of this Executive Employment Agreement in an amount not to exceed $5,000.
Separation Expenses. Notwithstanding anything to the contrary contain herein or in any of the other Transaction Documents, any and all Separation Expenses, regardless of whether such Separation Expenses were incurred prior to, at or following the Effective Time (as such term in defined in the Distribution Agreement), shall be paid by or on behalf of Delta or, if and to the extent an Ultra Entity has paid any amounts in respect of any Separation Expenses, Delta shall reimburse such Ultra Entity for such Separation Expenses.
Separation Expenses. Except as otherwise provided in this Agreement, each Party shall bear its own costs and expenses incurred in connection with this Agreement and the transactions contemplated herein, whether or not the transactions contemplated hereby are consummated, including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties.
Separation Expenses. Should either the Company or Hattori provide Notice Of Termination to the other party pursuant to Section 1 above, the Company shall reimburse Hattori for his reasonable relocation, legal and outplacement expenses to a maximum of $50,000, subject to Hattori's submission of receipts verifying said expenses. It is understood that Hattori may keep the laptop computer purchased for his use by the Company, the cost of which will be deducted from said $50,000. The Company hereby waives any right to claim back any relocation expenses or relocation bonus it paid to Hattori at the inception of his employment.
