Integration Costs Clause Samples
The Integration Costs clause defines which party is responsible for expenses related to combining or incorporating a product, service, or system into an existing environment. Typically, this clause specifies whether the buyer or seller will bear costs such as software configuration, hardware adjustments, or personnel training required for successful integration. Its core function is to allocate financial responsibility for integration, thereby preventing disputes and ensuring both parties understand their obligations regarding additional costs.
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Integration Costs. Integration costs are defined as the costs and values of integrating a generation project into a system-wide electrical supply. The primary categories of integration costs are regulation, load following, and shadow capacity. Pursuant to D.▇▇-▇▇-▇▇▇, and unless provided further guidance from the California Public Utilities Commission and/or the California Energy Commission, PG&E will assume that integration costs are zero.
Integration Costs. One time Integration costs - $350,000 includes the integration of the Software to Licensee's back office management `cage' software, and 13 skins of the Software (which shall be developed by ▇▇▇▇ from time to time throughout the Term, at Licensee's discretion).,
Integration Costs. (a) The Parties acknowledge and agree that all Costs relating to Integration pursuant to Clause 2.2 (Integration Plans and Integration Projects), including all Costs:
(i) incurred by the Service Provider and its Affiliates in connection with Integration and carrying out, at the Service Recipient’s direction, the Integration Plans and Integration Projects; and
(ii) associated with any Additional Assistance provided by a Service Provider or any of its Affiliates at the Service Recipient’s request under Clause 2.3 (Additional Assistance), in each case, whether internal or external Costs (which shall be charged in accordance with Clause 2.6(b)), shall be borne by the Service Recipient, except that:
(A) the Service Provider shall bear all Costs relating to any separation activities or processes conducted in relation to the Services and their related functions pursuant to Clause 2.2(b)(i) (including the Costs of separating any electronic data in connection with the separation of the Service Provider’s shared IT Environment pursuant to Clause 2.2(b)(i)(B)); and
(B) all Costs relating to the separation (including the cost of modification, transformation and/or redaction, if necessary) and transfer of Books and Records shall be borne by the relevant Party in accordance with clause 17.6 (Costs Relating to Books and Records) of the Separation Agreement, (all such Costs (excluding those under sub-paragraphs (A) and (B)) being the Integration Costs).
(b) Subject to Clause 2.6(c), the Service Provider shall, and shall procure that each of its Affiliates shall, charge for any internal time and effort spent supporting or assisting the Integration or any Additional Assistance in accordance with this Clause 2 (Integration) on a time and materials basis without any ▇▇▇▇-up, based on the agreed rate card at Exhibit 7 (Rate Card).
(c) If an Integration Project is not complete within the due date for completion (including, if applicable, the date specified in the Integration Plan) (each delay being an Integration Project Delay), and provided that such Integration Project Delay is not caused by an act or omission of the Service Provider or any of its Affiliates, the Service Provider’s and its Affiliates’ attributable internal and external reasonable documented costs that are payable in relation to the steps agreed pursuant to Clause 2.2(d) in connection with that Integration Project shall (unless otherwise agreed upon in writing by both Parties) be subject to a ▇▇▇▇-up of five p...
Integration Costs. (a) As soon as practicable following the second anniversary of the Closing Date, Parent shall deliver to the Shareholders' Representative a statement (the "Integration Costs Statement"), certified by an officer of Parent, setting forth the Integration Costs incurred prior to the second anniversary of the Closing Date and any Integration Costs budgeted by Parent in good faith in accordance with its normal budgeting process for incurrence following such date (collectively, the "Incurred and Budgeted Integration Costs"). If, as reflected on the Integration Costs Statement, 50% of the Incurred and Budgeted Integration Costs, subject to the limitations in Section 3.4(b) below, is less than $11,000,000, then such difference shall be the "Integration Costs Refund," which amount shall increase the First Deferred Payment in accordance with Section 3.5(a).