Separation Expenses definition

Separation Expenses shall have the meaning set forth in Section 12.5.

Separation Expenses means all out-of-pocket fees and expenses incurred, or to be incurred and directly related to the Internal Reorganization, the Distribution and the other transactions contemplated hereby (including such other third party fees and expenses incurred on a non-recurring basis directly as a result thereof, and excluding the costs of salaries and benefits of employees or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), and excluding, for the avoidance of doubt, Transaction Expenses.

Separation Expenses means any costs, fees or expenses incurred or paid by the Parent or any of its Restricted Subsidiaries in connection with the Separation or the REIT Conversion Merger.

Examples of Separation Expenses in a sentence

• Notwithstanding anything to the contrary contain herein or in any of the Ancillary Agreements, any and all Separation Expenses, regardless of whether such Separation Expenses were incurred prior to, at or following the Effective Time, shall be paid by or on behalf of Delta or, if and to the extent an Ultra Entity has paid any amounts in respect of any Separation Expenses, Delta shall reimburse such Ultra Entity for such Separation Expenses.

• It is intended that immediately following the Distribution, the SpinCo Group shall have cash and cash equivalents (net of any issued but uncleared checks) approximately equal to the sum of (i) the SpinCo Cash Amount, plus (ii) the amount set forth on Schedule 3.7, plus (iii) the SpinCo Separation Expenses Amount, plus (iv) the amount of Excess SpinCo Debt Proceeds (such sum, the “Aggregate SpinCo Cash Amount”).

• To the extent that, on the six (6) month anniversary of the Distribution Date, the Escrow Amount exceeds the amount of Separation Expenses, such excess shall be treated for all purposes as a Shared Contingent Asset, and shall be distributed to the Parties in accordance with the terms of this Agreement promptly following the six (6) month anniversary of the Distribution Date.

• Prior to the Effective Time, RemainCo shall, or shall cause a member of the RemainCo Group to, transfer to SpinCo cash in the approximate amount of $68 million (such sum, the “ SpinCo Cash Amount”) in respect of the Separation Expenses and certain SpinCo Liabilities to be Assumed by SpinCo in connection with the transactions contemplated hereby.

• The Company will pay all Registration Expenses in connection with all registrations of Registrable Securities, except to the extent such Registration Expenses constitute Separation Expenses, and the Holders shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holders' Registrable Securities pursuant to a Registration Statement.

More Definitions of Separation Expenses

Separation Expenses shall have the meaning set forth in Section 12.5. (173) “Severance Plan” (i) when immediately preceded by “Tyco,” shall mean any severance program sponsored by Tyco, (ii) when immediately preceded by “Healthcare,” shall mean the severance program to be established by Healthcare under Section 6.8(c); and (iii) when immediately preceded by “Electronics,” shall mean the severance program to be established by Electronics under Section 6.8(c).

Separation Expenses means an amount in cash set forth under on Schedule 10.5.

Separation Expenses has the meaning set forth in Section 2.7(e).”

Separation Expenses shall have the meaning set forth in Section 11.5. (161) “Severance Plan” (i) when immediately preceded by “Trident,” shall mean any severance program sponsored by Trident and (ii) when immediately preceded by “Fountain,” shall mean the severance program to be established by Fountain under Section 6.7(c).

Separation Expenses means (a) those expenses to be paid by DuPont pursuant to Section 6(f) of the underwriting agreement to be entered into in connection with the IPO and (b) those expenses, incurred and paid between May 11, 1998 and 24 months following the date on which DuPont's voting power falls below 50% of the voting power of all of the outstanding shares of Voting Stock of Conoco, incurred with third parties, on a non recurring basis directly as result of the IPO, the Restructuring, the Separation or any transaction subsequent to the IPO (including a series of related transactions) resulting in a reduction in the number of shares of Voting Stock beneficially owned by DuPont, provided that prior to any such subsequent transaction the voting power of the shares of Voting Stock beneficially owned by DuPont is not less than 50% of the voting power of all of the then outstanding shares of Voting Stock. Notwithstanding anything to the contrary in this Agreement, (i) expenses that benefit future operations of the Transferred Business will not be Separation Expenses; (ii) Separation Expenses must be out-of-pocket expenditures which meet accounting guidelines for both discontinued operations under APB 30 20 27 and for gain/loss accounting treatment and shall specifically exclude accruals (provided that expenses that would otherwise have qualified as Separation Expenses but which have been accrued shall be deemed Separation Expenses once such expenses have been paid and provided further that Separation Expenses shall not include any costs and expenses associated with pension plans or severance owed to employees which are exclusively provided for in the Employee Matters Agreement); (iii) in the event that the parties disagree as to whether an expense meets accounting guidelines for both discontinued operations under APB 30 and for gain/loss accounting treatment or otherwise qualifies generally as a Separation Expense under this definition and therefore qualifies for reimbursement by DuPont pursuant to this Agreement, DuPont's good faith decision shall be final; (iv) any increased costs associated with a contract as to which third party consent was obtained with respect to the Separation (other than nonrecurring breakage and similar fees and incidental expenses paid in order to obtain such consents) will not be Separation Expenses, (v) amounts paid pursuant to the indemnification and contribution provisions of this Agreement and the Related Agreements will not be Separation Expense...

Separation Expenses means the fees, costs and expenses (including third party fees, costs and expenses and employment-related costs and expenses) set forth on Schedule 1.1(123) incurred by any of the Parties on a non-recurring basis directly as a result of the Acquisition and the Plan of Separation.

Separation Expenses means all branding (and related marketing) or human resources system expenses paid or incurred by the Company and its Subsidiaries during the Free Cash Flow Period in connection with actions taken by the Company and its Subsidiaries at the request of the Buyer or its Affiliates to separate the Business from the operations of the Sellers and their Affiliates.