Set-Up Costs definition
Set-Up Costs shall have the meaning set forth in Section 4.1.
Set-Up Costs means any Costs incurred by the Service Provider after the Effective Date in connection with preparation activities reasonably required to make Services available to the Service Recipient.
Set-Up Costs means reasonable costs incurred by a Provider (other than Third Party Consents) after the date of the Purchase Agreement in contemplation of providing a service or access to a facility to a Recipient solely necessary to make changes to the service or access to facility as it was provided by such Provider to such Recipient prior to the Closing Date which changes are required (A) (1) by applicable Law, (2) by the Provider’s written risk management, information security or privacy policies in effect as of the execution of the Purchase Agreement, or (3) as required by Parent’s Complex Structured Financial Transactions Committee in its commercially reasonable judgment solely with respect to risk management, information security or privacy and solely with respect to Migration Services, Knowledge Transfer Services and Resumed Services, in each case as a result of the fact that, as of the Closing Date, such Recipient will not be affiliated to the Provider, (B) as a result of a change made or requested by the Recipient which change would affect the provision or receipt of the service or access to facility or (C) because of changes made to such service or access to such facility by the Provider arising from the Provider’s receipt of written notification by the Recipient that it did not wish to receive the service or access to facility from the Provider; provided, that such costs are set forth in Schedule 2.01 or Schedule 2.02, as may be amended by the Parties from time to time in accordance with Section 2.03(a); and provided, further, that the pricing for any Set-Up Costs shall be determined, and the payment terms and process for any Set-Up Costs shall be, in accordance with the provisions of Section 3.01 hereof. For the avoidance of doubt, (i) to the extent any Set-Up Costs include Pass-Through Charges for resources that are fully charged to a Recipient, the provisions of Section 6.03(c) shall apply and (ii) the costs of actually providing a Service or access to a Facility shall not be included in Set-Up Costs.
Examples of Set-Up Costs in a sentence
Any Set-Up Costs, Service Exit Costs, BAU Service Costs and Program Charges shall be invoiced by either Party as soon as reasonably practicable after such Party (or a member of its Group) has incurred the relevant Costs as a Service Provider on or after the Charge Commencement Date; provided, however, that any such Set-Up Costs, Service Exit Costs, BAU Service Costs and Program Charges incurred shall, in any event, be invoiced at least on a quarterly basis.
Further, in the event of any termination in whole or in part, Recipient shall pay Provider (or its applicable Affiliate) for all accrued and unpaid Set-Up Costs, Service Fees (and applicable Cost-Plus Charge) and Service Costs for such terminated Service or part thereof.
For example, for any Set-Up Costs not addressed by clause (i), if the Third-Party Supplier will provide seventy percent (70%) of the volume to Supplier, Supplier will pay seventy percent (70%) of the Set-Up Costs and Purchaser will pay the remaining thirty percent (30%) of the Set-Up Costs.
Any Set-Up Costs and Service Exit Costs shall be invoiced by Pfizer as soon as reasonably practicable after the relevant Costs have been incurred.
Provider and Recipient shall discuss in good faith any proposed updates to a Work Package, including adjustments to the Set-Up Costs estimate, and any updates shall be implemented in accordance with the Operating Manual.
More Definitions of Set-Up Costs
Set-Up Costs means those costs and expenses which are reimbursable by Recipient, as set out in a Work Package agreed in advance by Provider and Recipient, and are incurred by or on behalf of Provider and any Provider Affiliate after the Effective Date in connection with preparation activities to make one or more Services available to Recipient and any Recipient Affiliate and excluding any Taxes, which are the subject of Section 3.2.
Set-Up Costs means any Costs incurred by Pfizer or its Affiliates after the date hereof in connection with preparation activities reasonably required to make the Services available to the Company.
Set-Up Costs means costs and expenses incurred by the Issuer in connection with the issue of the Notes, which shall be paid by the Shareholder and contributed to the Issuer by means of a shareholders contribution.
Set-Up Costs means reasonable costs incurred by a Provider (other than Third-Party Consents) after the Effective Date in contemplation of (a) providing any Omitted Service or access to any Omitted Facility to a Recipient, which costs are solely necessary to make changes to such service or access to such facility as it was provided by such Provider to such Recipient during the Pre-Effective Date Period, (b) as a result of a Change required by applicable Law, made in response to a New Security Threat, or made or requested by such Recipient which Change would affect the provision or receipt of the Service or access to the Facility or (c) providing Resumed Services or access to any Resumed Facility to a Recipient, which costs are solely necessary to make changes to such service or access to such facility as it was provided by such Provider to such Recipient before Recipient terminated such service or access to such facility. For the avoidance of doubt, (i) to the extent any Set-Up Costs include Pass-Through Charges for Acquired Resources, the provisions of Section 6.03(c) shall apply and (ii) the costs of actually providing a Service or access to a Facility shall be excluded from Set-Up Costs.
Set-Up Costs means all fees, costs and expenses for preparation and setting up activities with respect to the Separation, including any one-time license fees, one time set-up fees for software and engaging any third-party consultants to assist with such implementation and initiation.
Set-Up Costs means all legal fees and travel fees, associated expenses and disbursements (including value-added tax thereon) relating to and/or connected with –
Set-Up Costs means reasonable costs incurred by a Provider (other than with respect to Third-Party Consents and Permits) after the Effective Date in contemplation of (a) providing any Omitted Service to a Recipient, which costs are solely necessary to make changes to such service as it was provided by such Provider to such Recipient during the Pre-Effective Date Period, (b) as a result of a Change required by applicable Law, made in response to a New Security Threat, or made or requested by such Recipient which Change would affect the provision or receipt of the Service, (c) providing Additional Services to a Recipient, which costs are solely necessary to make changes to such service in order to include it as a Scheduled Service, or (d) providing Replacement Services to a Recipient, which costs are solely necessary to make changes to such service in order to replace the existing service. For the avoidance of doubt, (i) to the extent any Set-Up Costs include Pass-Through Charges for Acquired Resources, the provisions of Section 6.03(c) shall apply and (ii) the costs of actually providing a Service shall be excluded from Set-Up Costs.