Separation Costs definition
Separation Costs means labor protection costs, in- cluding dismissal allowances, displacement allowances and the cost of administering, arbitrating and litigating such labor protection provisions, severance (including payments under severance agreements), personnel relocation expenses and all other dismissal expenses and stay bonuses, including any payment intended to reimburse for excess parachute excise tax imposed under Section 4999 of the Code with respect to such dismissal ex- penses or stay bonuses.
Separation Costs means costs incurred by Delphi as a direct consequence of the sale of the Sale Businesses for information technology separation costs and also unrecovered transition costs and unrecovered restructuring costs related to the sale of the Global Interiors & Closures Business, in an amount equal to $74 million and as more fully described on Exhibit 1.187 to this Agreement; provided, however, that Separation Costs shall be reduced by any amounts associated with line items on Exhibit 1.187 which the buyer specifically agrees to pay.
Separation Costs means the costs associated with the separation of the PLG Business as described in the Carveout Transaction Agreements, including the costs to obtain any third party consents in connection therewith, costs incurred in connection with the defeasement of those certain Series A and Series B 8.25% Senior Subordinated Notes due 2013 under the Indenture dated July 28, 2003 (the “Notes”), including the aggregate principal amount of and interest on the Notes, and costs incurred in connection with any litigation related to the Merger or the other transactions contemplated by the Merger Agreement that is brought against the Company and/or its board of directors (excluding, except for liabilities arising under Section 6.11 of the Merger Agreement, litigation arising from or relating to the Debt Financing (arising upon the closing of, or at any time after, the Debt Financing), including the grant or acquisition of any liens or secured claims pursuant to the Debt Financing, or any modification, extension, renewal or replacement thereof). For the avoidance of doubt, the liabilities excluded pursuant to the immediately preceding parenthetical will be borne and satisfied 100% by the Party that has entered into and consummated the applicable Debt Financing arrangement. For clarification, Separation Costs hereunder do not include severance costs and other employment termination-related liabilities incurred in connection with the termination of employment of employees of the PLG Business or PSS Business, it being agreed that the responsibility for, and allocation of, such costs and liabilities will be provided for in that certain transition services agreement to be entered into at the Closing.
Examples of Separation Costs in a sentence
For the avoidance of doubt, the Indigo Group will be responsible for all Separation Costs (whether paid by a member of the Indigo Group or a member of the Company Group) in an aggregate amount up to (but not to exceed) the Separation Costs Cap.
More Definitions of Separation Costs
Separation Costs means costs incurred pursuant to Sections 3.1 through 3.4 of the Separation Agreement.
Separation Costs has the meaning set forth in Section 10.1.
Separation Costs means any fees, costs and expenses incurred by Buyer (or its Affiliates) in connection with the activities set forth on Section 13.09(a) of the Disclosure Schedule, in each case, to stand up the Business as a standalone business in connection with the transactions contemplated by this Agreement.
Separation Costs shall have the meaning set forth in Section 4.24.
Separation Costs is defined in Section 8.2(b).
Separation Costs means the costs and expenses to implement the Separation (treating, for purposes of this definition, April 1, 2025 as the first date of the Separation) incurred by the Company Group or on behalf of or for the benefit of the Company Group by the Indigo Group (including an allocation of actual and reasonable overhead costs consistent with Indigo’s past practice that are directly related to the implementation of the Separation (e.g., salary costs of and the provision of employment benefits to Indigo Group employees directly working on the implementation of the Separation), and excluding overhead costs that are indirectly related to the Separation (e.g., costs related to management supervision of Indigo Group employees directly working on the implementation of the Separation or tools and equipment used by Indigo Group employees directly working on the implementation of the Separation)); provided that the amount of Separation Costs incurred on and after the date of this Agreement through the last day of the month in which this Agreement is executed shall be equal to the sum of (a) the Separation Costs First Month Attributable Amount plus (b) the product of (x) the Separation Costs First Month Unattributable Amount multiplied by (y) the Separation Costs First Month Ratio. For the avoidance of doubt, “Separation Costs” shall (i) include costs and expenses (including taxes incurred in connection therewith) expressly designated as Separation Costs in the Ancillary Agreements and (ii) exclude the costs and expenses incurred by or on behalf of the Company Group in connection with the Reorganization, the Reclassification and the Pre-Closing Restructuring, whether incurred prior to, on, or after the date of this Agreement.
Separation Costs means all fees and expenses incurred by any of Parent, any Subsidiary of Parent or any member of the Energy Supply Group in connection with (i) the Spin Transactions and (ii) except as described in the immediately preceding clause (i), the Transactions (other than Shared Expenses).