Separation Costs. Subject to the terms of this Agreement, all Separation Costs for Eligible Employees shall be subject to reimbursement hereunder.
Separation Costs. Except as may be otherwise provided in the Definitive Agreement, separation agreements with any IP employee, or any PECO employee providing services pursuant to this Agreement, who is outplaced during the term of this Agreement shall be the sole financial responsibility of the employing Party, either IP or PECO, as the case may be, or as specified in any Leased Employee Agreement among the Parties and any employee.
Separation Costs. Separation payments and associated costs of any PS employee, or any Exelon employee providing services pursuant to this Agreement, who is terminated during the term of this Agreement shall be the sole responsibility of the employing Party, subject to, for costs related to Salem employees, the Owners Agreement.
Separation Costs. (a) Subject to Section 8.11(b) below, the Seller shall be responsible for, and shall pay, the following costs in connection with employees of the Seller, including all Assumed Employees and employees who are not Assumed Employees, that result from the transactions contemplated under this Agreement: costs triggered by Seller’s change of control or similar arrangement pursuant to any employment agreement, bonus plan, stock option plan, or similar compensation arrangement or other agreement, as described on Schedule 8.11(a) (collectively, the “Separation Costs”).
Separation Costs. (a) Unless otherwise stated in this Agreement, including, but not limited to, Article 8.3(b) below, all costs, whether internal or external, relating to the obligations to separate from the Ciba Group, and thereupon to transfer to Buyer or its designated Affiliates, the TE Assets, the Transferring Employees and the Assumed TE Liabilities, and to retain the Excluded Liabilities, including the costs relating to the preparation of the transfer of such assets, employees, contracts and liabilities to Buyer or its designated Affiliates, shall be borne by Seller. All costs, whether internal or external, relating to receiving the TE Assets, the Transferring Employees and Assumed TE Liabilities and the subsequent integration of such assets, employees, contracts and liabilities into Buyer and|or any of its Affiliates shall be borne by Buyer, unless otherwise stated in this Agreement.
Separation Costs. The Parties agree that in performing their respective covenants set forth in Section 3.1, Section 3.2 and Section 3.3, they will use their respective commercially reasonable efforts to minimize the costs of completing the Separation while maximizing the benefits and functionality for both Parties of their respective systems following the completion of such covenants.
Separation Costs. (a) Seller shall engage KPMG LLP to prepare and deliver to Seller and Buyer a report containing an estimate and description of the types of the Separation Costs reasonably necessary to be incurred. Such report shall be in reasonable detail and shall be delivered within 30 days of the date hereof. All fees and expenses of KPMG LLP in connection with preparing the report of Separation Costs shall be borne by Seller. Seller shall make KPMG LLP reasonably available to meet with Buyer to discuss such report.
Separation Costs. RBS shall obtain the prior written consent of the Purchaser (such consent not to be unreasonably withheld) in respect of any individual third party cash cost which exceeds *** which it proposes to count as a deduction from Required Separation Cash and shall promptly provide the Purchaser with an invoice in respect of all third party cash costs which it proposes to count as a deduction from Required Separation Cash. Notwithstanding Clause 2.3.2(iii), the Transferors shall procure the Required Separation Cash is transferred in freely accessible cash with the Businesses on Closing to the Purchaser.
Separation Costs. (a) Subject to the occurrence of the Closing and to the terms and provisions of this Section 2.4, the Buyer and the Acquired Companies shall be responsible for the payment of up to $10,000,000 of Separation Costs in the aggregate (the “Separation Cap”) for Separation Costs incurred and/or paid by the Buyer, any Acquired Company and/or any Seller (in any such case, whether before or after the Closing). Schedule 2.4(a)(iii) sets forth the amount of Separation Costs that the Sellers have incurred and/or paid on or prior to the date of this Agreement and the Sellers shall update such schedule as of the Closing Date to set forth the amount of Separation Costs that the Sellers have incurred and/or paid on or prior to the Closing Date. For a period beginning on the Closing Date and continuing until the earlier to occur of (i) two (2) years from the Closing Date and (ii) the date on which the Buyer and/or the Acquired Companies, on a collective basis, have incurred and/or paid Separation Costs (whether to or on behalf of the Seller or otherwise) equal to the Separation Cap, the Buyer and the Acquired Companies, jointly and severally, shall indemnify, defend, hold harmless and reimburse the Sellers for any Separation Costs incurred and/or paid during such period or listed on Schedule 2.4(a)(iii) by any of the Sellers in an aggregate amount equal to the Separation Cap minus the amount of Separation Costs incurred and/or paid by the Buyer and/or any Acquired Company (on a collective basis) (whether to or on behalf of the Seller or otherwise).
Separation Costs. All Costs incurred by the Provider Group Members and/or any Provider Personnel (such Costs to be calculated on an FTE basis, applying the Provider Group’s standard calculations therefor, consistently applied) directly in connection with the performance of the Provider’s obligations under and in accordance with this Schedule 3 shall be borne by the Recipient (on behalf of the Recipient Group Members).
