Separation Tasks Clause Samples

Separation Tasks. Seller will work in good faith to complete electrical and physical separation of the Projects and their associated facilities and equipment from their respective, adjacent paper manufacturing facilities and equipment and utility assets, in the manner more fully described in Exhibit 5.14 (“Separation”), as soon as practicable after the Closing and subject to section 5.14.1.2, below. Buyer will cooperate with and assist Seller in good faith in the design and implementation of the Separation. The Separation will consist of tasks to be completed by Seller and by WWLC, as described below and as shown in Exhibit 5.14.which will include the estimated total cost to complete Separation at each Project. Seller will update Exhibit 5.14 at Closing to reflect any Separation tasks that have been completed as of the Closing and any resulting adjustment to the total cost to complete Separation at each Project shall be made in good faith. Seller will pay all costs directly attributable to accomplishing the Separation, including Separation tasks to be completed by Seller and by WWLC, but, except as provided in section 5.14.1.2, will not be responsible for Buyer’s attorneys’ fees, consultant fees, staff salaries and other indirect costs.
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Related to Separation Tasks

  • The Separation Subject to the satisfaction or waiver (in accordance with the provisions of Section 4.3) of the conditions set forth in Section 4.3, each of MII and B&W will use commercially reasonable efforts to take, or cause to be taken, any actions, including the transfer of Assets and the assumption of Liabilities, necessary to effect the Separation on or prior to the Distribution Date. As of and after the Distribution Time, B&W and its Subsidiaries shall, as between the B&W Group and the MII Group, be responsible for all B&W Liabilities, regardless of when or where such B&W Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such B&W Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. As of and after the Distribution Time, MII and its Subsidiaries shall, as between the MII Group and the B&W Group, be responsible for all MII Liabilities, regardless of when or where such MII Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such MII Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. Subject to Section 3.8(f), each of MII and B&W agrees on behalf of itself and each of its Subsidiaries as of the Distribution Time that the provisions of the Tax Sharing Agreement shall exclusively govern the allocation of Assets and Liabilities related to Taxes.

  • Separation Any employee who has been employed for at least six (6) continuous months will be entitled to payment for vacation leave credits when they: A. Resign with adequate notice; B. Retire; C. Are laid-off; or D. Are terminated by the Employer. In addition, the estate of a deceased employee will be entitled to payment for vacation leave credits.

  • Separation Agreement The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

  • Separation of Employment (a) If an employee is discharged he shall be paid in full for all monies owing him on the date of his discharge. If an employee quits the Employer may withhold payment for five (5) calendar days. (b) The Employer shall give a Record of Employment Certificate to any employee who separates from employment for at least seven (7) days for any reason within five (5) days of the last day worked, or terminates.

  • Separation Compensation In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the following: