IT Separation Sample Clauses

IT Separation. The IT Licenses are as of the Transfer Date transferred to the Purchaser. The Parties acknowledge that consents for transferring IT Licenses have been obtained by Closing only for software and/or other applications listed in Appendix 11. The Sellers are responsible for obtaining all necessary consents with respect to the other IT Licenses as soon as possible after the Transfer Date. The Sellers shall indemnify and hold harmless the Purchaser against any costs or expenses (including without limitation costs due to third party claims, cover purchases (in Finnish: kateosto) and reasonable legal fees) arising out of or relating to the fact that a consent or waiver required from a third party has not been obtained by the Transfer Date. The IT separation shall be executed in accordance with the Mutual Co-Operation and Services Agreement. The Sellers shall perform and be responsible for all obligations and liabilities under or related to the IT Licenses to the extent such obligations are required under the IT Licenses to be performed or discharged or such liabilities accrue or relate to events or circumstances occurring prior to and including the Transfer Date. The Sellers shall indemnify and hold harmless the Purchaser against any costs or expenses (including without limitation reasonable legal fees) arising out of or relating to a non-performance or a breach of any IT License prior to and including the Transfer Date (including any obligations and liabilities due to the fact that a consent or waiver required from a third party has not been obtained by the Transfer Date). The Purchaser shall perform and be responsible for all obligations and liabilities under or related to the IT Licenses to the extent such obligations are required under the IT Licenses to be performed or discharged or such liabilities accrue or relate to events or circumstances occurring following the Transfer Date (however, excluding any obligations or liabilities relating to the fact that a consent or waiver required from a third party has not been obtained by the Transfer Date). The Purchaser shall indemnify and hold harmless the Sellers against any costs or expenses (including without limitation reasonable legal fees) arising out of or relating to a non-performance or breach of any IT License by the Purchaser after the Transfer Date (however, excluding any non-performance or breach due to the fact that a consent or waiver required from a third party has not been obtained by the Transfer Date...
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IT Separation. (a) The parties shall and shall cause their Affiliates to complete the IT Separation Steps in accordance with and comply with their obligations under the plan set out in Exhibit K.
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IT Separation. The IT Separation Steps will have been completed.
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IT Separation. (a) From and after the date of this Agreement and prior to the earlier of the Closing or the termination of this Agreement pursuant to ARTICLE X, the Buyer shall use its reasonable best efforts to, and the Seller shall use its reasonable best efforts to cooperate with and assist the Buyer to, separate the material information technology assets of the Business identified on Exhibit O hereto (the “Material Business IT Systems”) from the Seller’s information technology assets (the “IT Separation”). As promptly as practicable following the date hereof, the Seller and the Buyer shall jointly retain an independent, third-party information technology consultant, who is not the Consultant defined below (the “IT Auditor”), to assist in the planning of the IT Separation, monitor the progress of the IT Separation, audit the IT Separation and affirm its completion in accordance with this Section 6.10(a), and shall be instructed and incentivized to assist in the completion of the IT Separation within four (4) months following the date hereof. In addition, the Buyer shall, as promptly as practicable following the date hereof, retain an independent, third-party information technology consultant (which, for the avoidance of doubt, shall include SK holdings C&C, the “Consultant”), at the Buyer’s sole cost and expense, to implement the IT Separation according to plans to be mutually agreed between the Seller and the Buyer with the assistance of the IT Auditor, which plans shall include: (a) a target completion date for the IT Separation, which shall be targeted no later than four (4) months following the date hereof, (b) a schedule of reporting by the IT Consultant to the Buyer, Seller and the IT Auditor with respect to then-current progress, which shall occur no less frequently than once per week, and (c) standards for determining when the IT Separation has been completed as set forth in Exhibit O (the “Completion Standards”). For the avoidance of doubt, the Consultant shall be obligated to perform its obligations under its agreement with the Buyer until the earlier of the Closing and the termination of this Agreement pursuant to Article X.
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IT Separation. 5.1 The Parties have agreed to a process and cost-sharing for the creation of a separate IT environment for Visteon through the cloning of Ford's IT systems and other actions. The Clone and Go Agreement contains the specifics of the foregoing agreement.
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IT Separation 
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Related to IT Separation

  • The Separation At or prior to the Effective Time, to the extent not already completed and subject to the terms of the Ancillary Agreements:

  • Separation ‌ Any employee, who has been employed for at least six (6) continuous months will be entitled to payment for vacation leave credits when they:

  • Separation Date Executive’s employment with the Company is terminated effective , 20 (the “Separation Date”). Executive agrees to return all Company property to the Company no later than the Separation Date. Except as specifically provided below, Executive shall not be entitled to receive any compensation or other benefits of employment following the Separation Date.

  • Separation of Employment (a) If an employee is discharged by the Employer, he shall be paid in full for all monies owing to him by the Employer on the date of his discharge.

  • Separation Compensation In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the following:

  • Post-Employment Activities 6.1 During the term of employment hereunder, and for a period of one year after termination of employment, regardless of the reason for such termination other than by the Corporation or Partnership without Cause or by the Executive for Good Reason, the Executive shall not directly or indirectly become employed by, act as a consultant to, or otherwise render any services to any person, corporation, partnership or other entity which is engaged in, or about to become engaged in, the retail shopping center business or any other business which is competitive with the business of the Corporation, the Partnership or any of their subsidiaries nor shall Executive use Executive's talents to make any such business competitive with the business of the Corporation, the Partnership or any of their subsidiaries. For the purpose of this Section, a retail shopping center business or other business shall be deemed to be competitive if it involves the ownership, operation, leasing or management of any retail shopping centers which draw from the same related trade area, which is deemed to be within a radius of 10 miles from the location of (a) any then existing shopping centers of the Corporation, the Partnership or any of their subsidiaries or (b) any proposed centers for which the site is owned or under contract, is under construction or is actively being negotiated. The Executive shall be deemed to be directly or indirectly engaged in a business if Executive participates therein as a director, officer, stockholder, employee, agent, consultant, manager, salesman, partner or individual proprietor, or as an investor who has made advances or loans, contributions to capital or expenditures for the purchase of stock, or in any capacity or manner whatsoever; provided, however, that the foregoing shall not be deemed to prevent the Executive from investing in securities if such class of securities in which the investment is so made is listed on a national securities exchange or is issued by a company registered under Section 12(g) of the Securities Exchange Act of 1934, so long as such investment holdings do not, in the aggregate, constitute more than 1% of the voting stock of any company's securities.

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Release of Employment Claims Executive agrees, as a condition to receipt of the termination payments and benefits provided for in this Section 4, that he/she will execute a release agreement, a form of which is attached hereto as Exhibit A, releasing any and all claims arising out of Executive’s employment.

  • Integration; Termination This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

  • Severance Plans Trident shall cause Fountain to establish the Fountain Severance Plans, each effective as of the Fountain Distribution Date and each in substantially the same form(s) as the Trident Severance Plans as provided by Trident in the online data room in Folders 8.2.2.3, 8.2.2.4 and 8.2.2.5 as of the date of this Agreement (provided that Trident will, prior to establishing such Fountain Severance Plans, amend Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.5 to be identical to Section 3.02(b)(x) of the Trident Severance Plan in Folder 8.2.2.3 and such amended plan shall serve as the form for the corresponding Fountain Severance Plan) and, correspondingly, Fountain Employees and Former Fountain Employees who are currently eligible to receive or are receiving severance payments shall cease participating in the Trident Severance Plans on the Fountain Distribution Date. After the Fountain Distribution Date: (i) Fountain shall be solely responsible for (x) the payment of all Liabilities under the Trident Severance Plans (as amended pursuant to the proviso above) or Fountain Severance Plans relating to Fountain Employees and Former Fountain Employees, (y) the management and administration of the Fountain Severance Plans and (z) the payment of all employer-related costs in establishing and maintaining the Fountain Severance Plans, and (ii) Trident shall retain sole responsibility for (w) all Liabilities under the Trident Severance Plans or Fountain Severance Plans relating to Trident Employees and Former Trident Employees, (x) all Liabilities for severance or termination pay or benefits under individual agreements entered into with any Trident Employee or Former Trident Employee prior to the Fountain Distribution Date, (y) the management and administration of the Trident Severance Plans and (z) the payment of all employer-related costs in maintaining the Trident Severance Plans. In no event shall an employee or former employee receive a duplication of severance benefits. Except as provided below, Fountain shall be solely responsible for the adjudication of any claims filed by a Fountain Employee or Former Fountain Employee before, on or after the Fountain Distribution Date under a Trident Severance Plan. Notwithstanding the previous sentence, Trident shall be solely responsible for the adjudication of any claim filed by a Fountain Employee or Former Fountain Employee under a Trident Severance Plan before the Fountain Distribution Date that (A) has not been finally adjudicated by Trident on the day immediately preceding the Fountain Distribution Date; and (B) under the applicable claims procedure, Trident’s plan administrator or other authorized person or committee will have a less than sixty (60) day period after the Fountain Distribution Date to respond to such claim. Notwithstanding the previous sentence, if Trident’s response to such claim does not finally adjudicate the claim, Trident shall immediately upon sending its response to the claimant transfer administration of such claim to Fountain for final adjudication.

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