Post-Separation Services Sample Clauses

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Relevant Time which will be rendered solely for the benefit of Tyco, Healthcare or Electronics, as the case may be. With respect to such post-separation services, the Parties agrees as follows: (i) Tyco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Tyco Retained Business, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics. Tyco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Tyco Retained Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Tyco, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics; (ii) Healthcare shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Healthcare Business, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics. Healthcare shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Healthcare Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Healthcare, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics; (iii) Electronics shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates solely to the Electronics Business, whether or not the privileged Information is in the possession of or under the control of Tyco, Healthcare or Electronics. Electronics shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Electronics Liabilities, now pending or which may be asserted in the future, in an...

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Separation Time to each of Air Products and Versum. The Parties further recognize that certain of such post-separation services will be rendered solely for the benefit of Air Products or Versum, as the case may be, while other such post-separation services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both Air Products and Versum. With respect to such post-separation services and related Privileged Information, the Parties agree as follows: (i) All Privileged Information relating to any claims, proceedings, litigation, disputes, or other matters which involve both Air Products and Versum shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes, or other matters at issue; and (ii) Except as otherwise provided in Section 7.7(b)(i), Privileged Information relating to post-separation services provided solely to one of Air Products or Versum shall not be deemed shared between the Parties; provided that the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable Law.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Separation Time to each of the Southwest Group and the Centuri Group. The Parties further recognize that certain of such post-Separation services will be rendered solely for the benefit of the Southwest Group or the Centuri Group, as the case may be, while other such post-Separation services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both the Southwest Group and the Centuri Group. In furtherance of the foregoing, each Party shall authorize the delivery to or retention by the other Party of materials existing as of the Separation Time that are necessary for such other Party to perform such services. The Parties acknowledge and agree that Xxxxxxxx & Xxxxxxxx LLP (“Xxxxxxxx & Xxxxxxxx”) has acted as counsel to the Southwest Group and Centuri Group in connection with the negotiation, preparation, execution and delivery of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. The Parties agree that, following consummation of the Separation, such representation and any prior representation of Southwest Group and Centuri Group by Xxxxxxxx & Xxxxxxxx shall not preclude Xxxxxxxx & Xxxxxxxx from serving as counsel to the Southwest Group, Centuri Group or any of their respective Affiliates, in connection with any litigation, claim or obligations arising out of or relating to this Agreement, the Ancillary Agreements or the transactions contemplated thereby and hereby. The Parties shall not seek or have Xxxxxxxx & Xxxxxxxx disqualified from any such representation based on the prior representation of the Southwest Group or Centuri Group. Each of the Parties hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of the Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. With respect to such post-Separation services and related Privileged Information, the Parties agree as follows: (i) all Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both the Southwest Group and the Centuri Group shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes or other matters at issue; and (ii) except as otherwise provided in Section 6....

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Effective Time to each of HLT, PK and HGV. The Parties further recognize that certain of such post-separation services will be rendered solely for the benefit of HLT, PK or HGV, as the case may be, while other such post-separation services may be rendered with respect to claims, proceedings, litigation, disputes or other matters which involve two or more of HLT, PK or HGV. With respect to such post-separation services and related Privileged Information, the Parties agree as follows: (i) All Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve two or more of HLT, PK or HGV shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes or other matters at issue; (ii) Except as otherwise provided in Section 8.7(b)(i), Privileged Information relating to post-separation services provided solely to one of HLT, PK or HGV shall not be deemed shared between the Parties, provided, that the foregoing shall not be construed or interpreted to restrict the right or authority of two or more Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable Law; and (iii) Each of HLT, PK or HGV shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with Privileged Information which relates solely to the HLT Retained Business, Ownership Business or Timeshare Business, as applicable, whether or not the Privileged Information is in the possession of or under the control of HLT, PK or HGV, as applicable, or the other Parties (or their respective Affiliates).

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Effective Time to each of CSC and CSRA. The Parties further recognize that certain of such post-separation services will be rendered solely for the benefit of CSC or CSRA, as the case may be, while other such post-separation services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve CSC and CSRA. With respect to such post-separation services and related Privileged Information, the Parties agree as follows:

Post-Separation Services. During the period beginning the day after the Separation Date (or, if applicable, the Earlier Separation Date) and continuing through and including December 31, 2007, Executive shall make himself available, telephonically or by Internet, to provide advice and consultation regarding the business and operations of the Company, as the Company’s Chief Executive Officer may specify from time to time in his sole discretion (together, the “Services”). Executive will provide the Services at such times and in such manner as the Company shall reasonably request. The relationship between the Company and Executive after the Separation Date (or, if applicable, the Earlier Separation Date), will be that of independent contractors, and both the Company and Executive will represent, and will cause their respective officers, employees, agents and representatives to represent, to third parties that the Executive’s capacity hereunder is that of a “consultant” or “advisor”, so as to clearly differentiate his status as such from that of an employee or officer of the Company. Neither Party shall be the agent of the other for any purpose whatsoever, have power or authority to make or give any promise, to execute any contract or otherwise create, or assume any liability or obligation in the name of or on behalf of the other Party. The Company shall reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with providing the Services under this Section 9; provided, that, in the case of any expense exceeding $250.00, the Company shall have approved such expense in advance; provided, further, that, in each case, Executive submits appropriate backup documentation for such expenses.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Effective Time, including pursuant to the Ancillary Agreements, which will be rendered solely for the benefit of RemainCo or SpinCo, as the case may be. With respect to such post-separation services, the Parties agrees as follows: (i) RemainCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the RemainCo Business, whether or not the privileged information is in the possession of or under the control of any member of the RemainCo Group or any member of the SpinCo

Post-Separation Services. Simultaneous with the execution of this Agreement, the Executive and the Company shall enter into the Agreement for Consulting Services, attached hereto as Exhibit C (the "Agreement for Consulting Services").

Post-Separation Services. Additionally, after the Separation Date, Employee (referred to as the “Advisor” during this period) will make themselves available as a strategic advisor of the Company for up to 5 hours a month (the “Services”). Advisor will perform the Services under the direction of the Chief Executive Officer, but Advisor will determine in Advisor’s sole discretion the manner and means by which the Services are accomplished, subject to the requirement that Advisor shall at all times comply with Company policy relating to business and office conduct, health and safety, and use of the Company’s facilities, supplies, information technology, equipment, networks and other resources, and the terms of applicable law. Advisor shall furnish, at Advisor’s own expense, the equipment, supplies, and other materials used to perform the Services. The term for which Advisor shall provide Services shall commence on December 15, 2023, and shall continue for a period of three (3) months, when the Engagement shall automatically terminate unless the parties mutually agree to extend 35735888.3 (the “Term”). Advisor will not receive any monetary compensation pursuant to this Agreement for the Services and will not be considered and Employee during the Term. The Company will not pay any unemployment compensation or workers’ compensation taxes or insurance premiums on behalf of Advisor.

Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Effective Time which will be rendered solely for the benefit of Duke Energy or GasCo, as the case may be. With respect to such post-separation services, the Parties agrees as follows: (i) Duke Energy shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Power Business, whether or not the privileged information is in the possession of or under the control of Duke Energy or GasCo. Duke Energy shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Power Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Duke Energy, whether or not the privileged information is in the possession of or under the control of Duke Energy or GasCo; and (ii) GasCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Gas Business, whether or not the privileged information is in the possession of or under the control of Duke Energy or GasCo. GasCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Gas Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by GasCo, whether or not the privileged information is in the possession of or under the control of Duke Energy or GasCo.