Common use of Separation Committee Clause in Contracts

Separation Committee. Immediately after the Closing, Will▇▇▇▇ ▇▇▇ Communications shall form a committee (the "Separation Committee") comprised of one representative designated from time to time by the general counsel of Communications and one representative designated from time to time by the general counsel of Will▇▇▇▇. ▇▇e Separation Committee shall be responsible for resolving any and all disputes between any member of the Will▇▇▇▇ ▇▇▇up and any member of the Communications Group arising with respect to any matter, whether based on contract, tort, statute or otherwise (collectively, "Disputes"), including any Dispute as to (i) whether any Action or other Liability is a Will▇▇▇▇ ▇▇▇bility or a Communications Liability, (ii) whether any asset belongs to a member of the Will▇▇▇▇ ▇▇▇up or the Communications Group, (iii) the interpretation of any provision of this Agreement or any Ancillary Agreement, and (iv) such matters as are contemplated by this Agreement or any Ancillary Agreement to be resolved by the Separation Committee. In the event of any such Dispute, each member of the Will▇▇▇▇ ▇▇▇up and the Communications Group shall have the right to refer in writing such Dispute to the Separation Committee for resolution. The Separation Committee shall be required to render a written decision with respect to any Dispute within thirty (30) days of its receipt of referral. The decision of the Separation Committee with respect to any Dispute shall be binding on the Will▇▇▇▇ ▇▇▇up and the Communications Group and their respective successors and assigns. In the event that the Separation Committee is unable to reach a unanimous determination as to any Dispute to which it is referred within thirty (30) days of such referral, each member of the Will▇▇▇▇ ▇▇▇up and Communications Group involved in such Dispute shall have the right to submit such Dispute to arbitration in accordance with the procedures set forth below. All out-of-pocket expense and costs incurred by any member of the Will▇▇▇▇ ▇▇▇up or any member of the Communications Group in connection with the procedures set forth in this section shall be borne by the party incurring such expenses and costs.