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 costs incurred pursuant to Sections 3.1 through 3.4 of the Separation Agreement.
Examples of Separation Costs in a sentence
The costs associated with such plans, programs and policies shall be Corporate Level Liabilities, except that Separation Costs shall be allocated and paid as otherwise provided herein.
Employee Separation Costs Severance and other employee separation costs to be paid after one year.
Inclusive of: Provision for termination UNECE/IRU Agreement, Provision for Installation and Separation Costs, operation Cash Reserve that are forwarded year-to-year.
Subject to the terms of this Agreement, all Separation Costs for Eligible Employees shall be subject to reimbursement hereunder.
Employee Separation Costs and Write-down of Assets During 1998 the company recorded charges totaling $577 directly related to management decisions to implement company-wide productivity improvement initiatives.
More Definitions of Separation Costs
Separation Costs has the meaning set forth in Section 10.1.
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.
Separation Costs shall have the meaning set forth in Section 4.24.
Separation Costs means costs, expenses and payments incurred by the Company after the Closing Date, in connection with the separation of the Business from the businesses affected by the Reorganization, including in particular in connection with the separation of the IT structure. “Shares” means, collectively, 100% of the shares of common stock of the Company. “Special Reimbursement Payment” has the meaning set forth in Section 8.4. “Specific Products” means Tantalum and any alloys of Tantalum, in all forms and for all purposes, and C-103 Nb alloy (NbHfTi), in all forms and for all purposes other than (i) those specific products sold by the Company either pursuant to the Purchase and Sale Agreement or any Contract entered into after the Closing Date by the Company and any Carve-Out Entity, and (ii) Tantalum products listed on Section 1.1(d) of the Disclosure Schedules which have been or are currently solely made by X.X. Xxxxxx Xxxxxxxxx GmbH, and any products derived from the foregoing to reflect typical dimensional changes. “Stock Power” means the stock power or the stock transfer form, as applicable, sufficient to transfer Seller’s ownership interest in the Shares (as set forth on Schedule II) to Buyer free and clear of all Liens (other than Liens on transfer imposed under applicable securities Laws); provided, however, that such transfer shall be conditional upon the payment of the Purchase Price and Notified Loan Payable Amount (if any) and other conditions as specified in this Agreement. “Straddle Period” means any taxable period beginning on or before and ending after the Closing Date. “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which, from time to time, (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and for this purpose, a P...
Separation Costs has the meaning given to it in Clause 19.3;
Separation Costs means all one-off costs, expenditures and other expenses incurred or to be incurred by Buyer or Buyer Controlled Affiliates to operate the Business on a standalone basis as from the Closing Date as set forth in the report pursuant to Section 5.11.
Separation Costs means the costs, fees and expenses arising from or payable as a result of separating certain aspects of the Business from the Sellers, which shall only include those aspects of the Business set forth on Schedule 2.4(a)(i), but in no event shall include costs, fees and expenses relating to the matters set forth on Schedule 2.4(a)(ii).