Migration Costs definition
Migration Costs means all direct out-of-pocket costs and expenses reasonably incurred before or after Completion by any member of the Seller’s Group or any of the EDS Entities in achieving Migration, as well as all investments made in Information Technology solely for the benefit of the EDS Business pursuant to the Day 1 Transition Plan or the Migration Plan, including the direct out-of-pocket costs and expenses of preparing and implementing the Day 1 Transition Plan and the Migration Plan and of obtaining any required Third Party Consents or licences (in each case excluding any part thereof which represents recoverable VAT), but excluding Charges (as defined in the Transitional Services Agreement) payable by members of the Purchaser’s Group under the Transitional Services Agreement, which amount, from the date falling 6 months from the Completion Date (as regards Information Technology-related services, 9 months after the Completion Date), shall include a surcharge of 10% unless otherwise agreed by the Parties, but always excluding the cost of any Third Party Consents (as defined in the Transitional Services Agreements), or Third Party Substitute Contract costs, in each case which relate to services provided under the Reverse Transitional Services Agreement.
Migration Costs mean the increased costs incurred by Orbitz for hardware and software necessitated by the migration from the system and platform operated by Worldspan immediately prior to a Change-in-Control to Worldspan's successor system and platform. Migration Costs also include applications development efforts incurred by Orbitz and required to migrate the then existing Orbitz product to Worldspan's successor computer reservation system.
Migration Costs means all direct out-of-pocket costs and expenses reasonably incurred before or after Completion by any member of the Seller’s Group or any of the EDS Entities in achieving Migration, as well as all investments made in Information Technology solely for the benefit of the EDS Business pursuant to the Day 1 Transition Plan or the Migration Plan, including the direct out-of-pocket costs and expenses of preparing and implementing the Day 1 Transition Plan and the Migration Plan and of obtaining any required Third Party Consents or licences (in each case excluding any part thereof which represents recoverable VAT), but excluding Charges (as defined in the Transitional Services Agreement) payable by members of the Purchaser’s Group under the Transitional Services Agreement, which amount, from the date falling 6 months from the Completion Date (as regards Information Technology-related services, 9 months after the Completion Date), shall include a surcharge of 10% unless otherwise agreed by the Parties, but always excluding the
Examples of Migration Costs in a sentence
Spinco shall pay or reimburse Service Provider one hundred percent (100%) of the Reimbursable Migration Costs in respect of the Migration Services (whether conducted prior to or after the Effective Date).
Within forty-five (45) days after the end of each month, the Purchaser will invoice the Seller for all Migration Costs incurred by the Purchaser and its Affiliates during such month that are required to be reimbursed under this Section 10.18.
The Seller will pay in full all undisputed amounts due pursuant to this Section 10.18 within thirty (30) days after receipt of each invoice hereunder; provided, however, that the Seller shall be entitled to offset and deduct Migration Costs, if any, that have been paid directly by the Seller or one of its Affiliates.
More Definitions of Migration Costs
Migration Costs means all out-of-pocket costs and expenses incurred in connection with the performance of the Migration Projects, including, for certainty, costs and expenses relating to the acquisition of Migrating Assets and, third party services.
Migration Costs has the meaning set forth in Section 10.18.
Migration Costs means all costs and expenses (including any out-of-pocket and third-party costs) incurred in connection with the (i) transmission outside of the information technology systems or facilities of Seller or its Affiliates (other than the Acquired Companies), (ii) migration, or (iii) conversion of the policies, systems, assets, infrastructure and data from Seller and its Affiliates (other than the Acquired Companies) to, or integration into the systems and infrastructure of, the Acquired Companies or Buyer or its designee, excluding any TPA Conversion Costs; provided that the internal costs and expenses incurred by Seller and its Affiliates for the time spent by their employees based on the matters contemplated by this definition shall be determined in accordance with the methodology set forth on Section 1.1(j) of the Seller Disclosure Schedules.
Migration Costs means all Fees incurred by the Purchaser or any Group Company in connection with the Migration and Separation and any Irrecoverable VAT or other Taxes incurred by the Purchaser or any Group Company in respect of such Fees, including:
Migration Costs has the meaning set forth in Section 4.1(a);