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. 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. 5.2 The Parties have entered into the Ford/Visteon Level 4 Support Amendment whereby Ford agrees to provide limited Xxxxx 0 information technology support services to Visteon, and Visteon agrees to pay for such services in connection with the creation of a separate IT environment through cloning Ford's IT systems and other actions. 5.3 The Parties also have agreed to a mutual release of all claims related to IT activities since the separation of Visteon from Ford. This release is found in the Clone and Go Agreement.
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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. (b) Upon completion of the IT Separation in material conformance with the Completion Standards, as determined by the Consultant, the Consultant shall notify the Buyer, the Seller and the IT Auditor. Upon receipt of such notification, the Buyer and the Seller shall cause the IT Auditor to audit the IT Separation implemented by the Consul...
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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. (b) The parties shall also: (i) coordinate regular project meetings as reasonably necessary to implement the IT Separation Steps; and (ii) provide regular status updates and performance reports relating to each party’s progress in fulfilling milestones and performing its obligations under the IT Separation Steps.
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IT Separation. The IT Separation Steps will have been completed.
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IT Separation 
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Related to IT Separation

  • The Separation Subject to the satisfaction or waiver (in accordance with the provisions of Section 4.3) of the conditions set forth in Section 4.3, each of MII and B&W will use commercially reasonable efforts to take, or cause to be taken, any actions, including the transfer of Assets and the assumption of Liabilities, necessary to effect the Separation on or prior to the Distribution Date. As of and after the Distribution Time, B&W and its Subsidiaries shall, as between the B&W Group and the MII Group, be responsible for all B&W Liabilities, regardless of when or where such B&W Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such B&W Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. As of and after the Distribution Time, MII and its Subsidiaries shall, as between the MII Group and the B&W Group, be responsible for all MII Liabilities, regardless of when or where such MII Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such MII Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. Subject to Section 3.8(f), each of MII and B&W agrees on behalf of itself and each of its Subsidiaries as of the Distribution Time that the provisions of the Tax Sharing Agreement shall exclusively govern the allocation of Assets and Liabilities related to Taxes.

  • 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: A. Resign with adequate notice; B. Retire; C. Are laid-off; or D. Are terminated by the Employer. In addition, the estate of a deceased employee will be entitled to payment for vacation leave credits.

  • 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.

  • Disability Separation A. An employee with permanent status may be separated from service when the Employer determines that the employee is unable to perform the essential functions of the employee’s position due to a mental, sensory, or physical disability, which cannot be reasonably accommodated. Determinations of disability may be made by the Employer based on an employee’s written request for disability separation or after obtaining a written statement from a licensed physician or licensed mental health professional. The Employer can require an employee to obtain a medical examination, at Employer expense, from a licensed physician or licensed mental health professional of the Employer’s choice. Evidence may be requested from the licensed physician or licensed mental health professional regarding the employee’s limitations. B. When the Employer has medical documentation of the employee’s disability and has determined that the employee cannot be reasonably accommodated in any available position for which they qualify, or the employee requests separation due to disability, the Employer may immediately separate the employee. C. The Employer will inform the employee in writing of the option to apply to return to employment prior to their separation due to disability. The Employer will provide assistance to individuals seeking reemployment under this Article for two (2) years. If reemployed, upon successful completion of the employee’s probationary period, the time between separation and reemployment will be treated as leave without pay and will not be considered a break in service. D. A disability separation is not a disciplinary action. Disability separation at the employee’s request is not subject to the grievance procedure in Article 30.

  • Notice of Separation When an employee’s resignation is presumed in accordance with Section 27.2 above, the Employer will separate the employee by sending a separation notice to the employee by certified mail to the last known address of the employee. Such notice will include information regarding eligibility for continuation of medical benefits.

  • Sick Leave Separation Cash Out At the time of retirement from state service or at death, an eligible employee or the employee’s estate will receive cash for their compensable sick leave balance on a one (1) hour for four (4) hours basis. For the purposes of this Section, retirement will not include “vested out of service” employees who leave funds on deposit with the retirement system.

  • Separation of Employment (a) If an employee is discharged he shall be paid in full for all monies owing him on the date of his discharge. If an employee quits the Employer may withhold payment for five (5) calendar days. (b) The Employer shall give a Record of Employment Certificate to any employee who separates from employment for at least seven (7) days for any reason within five (5) days of the last day worked, or terminates.

  • 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 7.1 For a period of one (1) year after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' prior written approval, you will not directly or indirectly engage in activities similar to those described in Section 4.2, nor render services similar or reasonably related to those which you shall have rendered hereunder to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in the same or similar business. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Information Agreement or this Section 7. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Information Agreement.

  • Payment Upon Separation An employee or an employee's estate, will be paid for: 1) the number of days of annual leave, not exceeding 50 days or 400 hours that were accrued at the end of the previous calendar year and that remain unused; and 2) the number of days of annual leave that accrued during the calendar year in which the employee’s State employment terminates and that remain unused upon termination of state service at the time that the employee receives his/her pay check for the final period of work or the next pay period.

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