Separation Plan Clause Samples

Separation Plan. 5.9.1 The Seller shall, and shall procure that the Seller’s Group shall: (i) prepare a draft separation plan setting out the steps to be taken to enable the operational separation of the Elephant Group Business from the Retained Business, which shall address and be consistent with the Separation Plan Principles; (ii) discuss such draft separation plan with the Purchaser and take into account the Purchaser’s reasonable proposals thereon; 46 (iii) following such discussions, issue a revised separation plan (such revised plan, the “Separation Plan”); and (iv) thereafter use reasonable endeavours to satisfy the Seller Group’s obligations under the Separation Plan. 5.9.2 The Purchaser shall, and shall procure that the Purchaser’s Group shall: (i) provide all reasonable assistance and take all necessary steps as the Seller or any member of the Seller’s Group may reasonably require in order to prepare and implement the Separation Plan; and (ii) use reasonable endeavours to satisfy the Purchaser Group’s obligations under the Separation Plan. 5.9.3 Between the Put Option Date and the Closing Date, the Seller’s Group and the Purchaser’s Group shall consult with and take into account the reasonable input of the other in implementing the Separation Plan. They shall meet (virtually or in person) on no less than a monthly basis to discuss progress of the implementation of the Separation Plan. 5.9.4 The Seller shall bear all one-off costs and expenses incurred by the Seller’s Group and the Target Group Companies in connection with the preparation and implementation of the Separation Plan (including with respect to the IT separation) (whether incurred prior to or following the Closing Date), provided that, to the extent not agreed differently between the Seller and the Purchaser, the Seller’s Group shall not be required to bear any: (i) recurring, operational, business, maintenance and/or agreed upgrade costs incurred by the Purchaser’s Group or any Target Group Company arising in connection with or following the implementation of the Separation Plan (whether arising prior to, on or following Closing); (ii) costs and expenses which the Purchaser’s Group has agreed to bear under any Transaction Document or the Separation Plan Principles; (iii) costs and expenses of (A) the Purchaser’s Group incurred in connection with the performance of (x) the Purchaser Group’s obligations under the Separation Plan Principles; and (y) any obligations that are assigned by the Seller to the...

Separation Plan. InveniAI and Invea hereby acknowledge that the Services and the Space shall decrease over time in accordance with the Separation Plan. The Parties further acknowledge that Invea plans to cease accepting all operational and financial support from InveniAI pursuant to the timeline set forth in the Separation Plan. The Parties agree to adhere to the terms of the Separation Plan. In the event Invea determines that the Separation Plan must be amended due to changes related to the business of Invea, including the development or commercialization of the therapeutic candidates, Invea shall notify InveniAI in writing and the Parties shall, in good faith, assess any continued support required by Invea. Any amendments to the Separation Plan shall be agreed upon in writing by the Parties and shall be attached in Exhibit A hereto.

Separation Plan. 18.1 No later than 90 days from Acceptance, Supplier shall submit to ISR's an offer for a separation plan. The Supplier's offer as aforesaid, shall be provided to ISR for examination and ISR shall be entitled to provide comments and/or to change it in its discretion. The Supplier undertakes in advance to accept the comments and/or changes of ISR, and it waives any claim and/or demand in relation to the comments and/or changes of ISR to the detailed specification, including any demand for an additional price. Once approved by ISR, separation plan shall be annexed to this Agreement as Appendix K ("Separation Plan"). In the event of termination of this Agreement, for any reason (including but not limited breach by ISR) Supplier shall carry out all activities under the Separation Plan without any additional cost to ISR. 18.2 Separation Plan (including without limited all manuals, instructions, drawings, operations and maintenance manuals) shall be in Hebrew unless ISR shall consent otherwise in writing and in advance that the Separation Plan shall be English. All translation cost shall be born by Supplier. In the event of any contradiction between the English version and the Hebrew version, the more strict version regarding Suppliers undertaking shall prevail according to ISR's discretion. 18.3 Without derogating from the above, Separation Plan shall include all the following: 18.3.1. Upon ISR's written notice ("Separation Notice") Supplier will be required to nominate a manager on his behalf for the Separation Period (hereinafter referred to as: "Manager of the Separation Period"), in full time, in order to complete the separation process, on a date to be determined by ISR. 18.3.2. The purpose of the separation plan is to transfer to Israel Railways, or anyone on its behalf, or to a combination of the two, the knowledge and ability to operate and fully maintain the simulators, including the data, in whole or in part. Transfer of knowledge in an orderly manner that will prevent any damage and/or malfunctions to Israel Railways during and after the separation, and with the full cooperation of all the parties. 18.3.3. The Supplier will transfer to ISR all information and data accumulated since the installation of the TTS including all the visual, vocal, textual and alphanumeric information required for the full and proper operation of the TTS. 18.3.4. Supplier undertakes to do everything in his power and to carry out any action, in order to achieve the above obj...

Separation Plan. Prior to and effective upon the Closing Date, the Company Board shall take all actions (including adopting any resolutions) as are necessary to terminate the Separation Plan. From and after the Closing Date, none of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Affiliates shall have any liability under the Separation Plan.

Separation Plan. Effective upon consummation of the Offer, Executive waives his right to any payments or benefits due or to become due under the Separation Plan, except as otherwise provided in clause (b) of the second sentence of Paragraph 1

Separation Plan. BioXcel and BTI hereby acknowledge that the Services and the use of the Leased Employees and the Space shall decrease over time in accordance with the Separation Plan. The Parties further acknowledge that BTI plans to cease accepting all operational and financial support from BioXcel pursuant to the timeline set forth in the Separation Plan. The Parties agree to adhere to the terms of the Separation Plan. In the event BTI determines that the Separation Plan must be amended due to changes related to the business of BTI, including the development or commercialization of the therapeutic candidates, BTI shall notify BioXcel in writing and the Parties shall, in good faith, assess any continued support required by BTI. Any amendments to the Separation Plan shall be agreed upon in writing by the Parties and shall be attached in Exhibit B hereto.

Separation Plan. (1) A Locomotive Engineer working in a position covered by this Collective Agreement, who is eligible for Early Retirement under the Company's Pension Plan, will be entitled to elect to take early retirement and to receive a monthly separation allowance until age 65 which, when added to his company pension, will give them an amount equal to a percentage of their average annual earnings over their best five-year period, as defined under the pension rules, in accordance with the following formula: Years of Service at Time Employee Elects Retirement Percentage Amount as Defined Above (2) A Locomotive Engineer who elects to be covered by the provisions of Clause 38.03 of this Article shall be entitled to have their Group Life Insurance and Extended Health and Vision Care benefits continued fully paid by the Company, until age of normal retirement, at which time they will be provided a Paid-up Life Insurance Policy, fully paid by the Company in an amount equal to that in effect in the applicable existing Collective Agreement. (3) The separation allowance shall cease upon the death of the Locomotive Engineer who dies before reaching the age of sixty-five (65). (4) A Locomotive Engineer entitled to the separation allowance as herein above set out may elect to receive in its stead a lump sum payment equal to the present value of their monthly separation payments calculated on the basis of a discount rate of ten (10) per centum per annum. (5) A Locomotive Engineer who elects benefits under this Clause 38.03 will not be entitled to any other benefits provided elsewhere in this Article.

Separation Plan. Seller currently maintains the "GenCorp Involuntary Separation Pay Plan" (the "Separation Plan") providing certain separation pay and other benefits for eligible employees of GenCorp, including the eligible Transferred Salaried Employees, whose employment is terminated involuntarily under certain circumstances. Effective as of the Closing, Transferred Salaried Employees will cease to be eligible for benefits under the Separation Plan and Seller will have no obligation to make any payment or provide any benefits under the Separation Plan to Transferred Salaried Employees after the Closing. If Buyer terminates the employment of any Transferred Salaried Employee for any reason other than "for cause", as defined in the Separation Plan, within twelve (12) months after the Closing, then Buyer will provide such terminated Transferred Salaried Employee with separation pay and benefits at least equivalent economically to the separation pay and benefits that would have been payable to such Transferred Salaried Employee under the Separation Plan if such Transferred Employee had been terminated by Seller as of the Closing.

Separation Plan. 15.1 Insofar as you are eligible for any compensation under the 2010 ▇▇▇▇▇▇▇ River Corporate Officer Separation Plan (as amended or varied from time to time) (“Separation Plan”), any compensation or severance payment paid to you under this shall be in lieu of any severance pay or other severance benefit that the Employer may provide to terminate your employment under any contract, statute or policies that may be in effect at the date your employment terminates (whether from the Employer or any Group Company). Accordingly, in the event you receive any payment or benefit relating to the termination of your employment, the value of any compensation or severance payment due under the Separation Plan shall be offset and reduced by an equivalent sum or value. You must comply with any requirements set out in the Separation Plan, including the signing of a settlement agreement containing a full release of claims. For the avoidance of doubt, payments relating to the termination of your employment would include but are not limited to: 15.1.1 Any payment in lieu of notice (but for the avoidance of doubt not for payment for notice that you work or spend on Garden Leave); 15.1.2 Any statutory or enhanced (whether contractual or discretionary) redundancy payment; and/or 15.1.3 Any damages payable in any successful claim brought in an Employment Tribunal or court of competent jurisdiction for unfair or wrongful dismissal or unlawful discrimination. 15.2 For the avoidance of doubt, nothing in clause 15.1 above shall affect your entitlement to any of the following: 15.2.1 any accrued but unpaid salary or bonus (including any pro-rated bonus), or accrued allowances or benefits; 15.2.2 any payment in lieu of accrued but unused holiday; 15.2.3 the reimbursement of expenses, provided that all claims for reimbursement are submitted within four weeks of the Termination Date, in relation, in each case to the period before the Termination Date.