Separation Activities Sample Clauses

Separation Activities. Buyers will be solely responsible for their respective and their allocable share of Sellers’ costs, of all separation, relocation, start-up costs and other related activities related to the separation of the GM Business (the “Separation & Relocation Activities”), including: (i) all Day 1 and Day 2 separation activities, including any activities performed by Delphi personnel or its informational technology suppliers; (ii) modification of the Buyers payroll system in preparation for Day 1 and transitional services; (iii) segregation of the manufacturing facilities and technical centers to be co-located following Closing; (iv) relocation from any technical center or sales offices as identified in the Facilities Separation & Relocation Plan; and (v) any setup fees required by third party service providers. Buyers acknowledge and agree that it is necessary to promptly begin the Separation & Relocation Activities and that the execution of the foregoing Separation & Relocation Activities are their sole responsibility. The parties shall reasonably cooperate with each other to implement such activities, separations and relocations in an effort to complete the activities contemplated by this Section 9.9.10 in a reasonable, expeditious and cost-effective manner which in the case of the Steering Business shall be in accordance with the facilities separation and relocation plan set forth in Schedule 9.9.10 relating to the Steering Business (the “Facilities Separation & Relocation Plan”). Other than the costs to be borne by the Buyers with respect to Separation & Relocation Activities, as described above, no Buyer will have any further obligation to provide information technology services, or to pay costs with respect thereto, except as may be provided in the applicable Transition Services Agreements to be entered into by the Buyers (as contemplated by this Agreement). Following completion of the Separation & Relocation Activities, the Buyers will have no further obligation with respect to IT services or related costs except as set forth in the Transition Services Agreement.
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Separation Activities. (a) Prior to the Closing Date, subject to Section 5.7(b), Section 5.7(c), and Section 5.7(e), (i): (A) Seller Parent and each of its Subsidiaries (other than the Acquired Entities) shall provide Buyer with the Basis Information as set forth in Section 5.16(g)(i), (B) complete (or cause to be completed) all reorganization and separation steps set forth on Section 5.7(a) of the Seller Disclosure Schedule (the “Separation Plan”) required to be completed prior to Closing, (C) Seller Parent and each of its Subsidiaries (other than the Acquired Entities) shall assign, transfer, convey and deliver to the Acquired Companies, or cause to be assigned, transferred, conveyed and delivered to the Acquired Companies, and the Acquired Companies shall accept the assignment, transfer, conveyance and delivery of, all Equity Interests in the Acquired Entities (other than the Acquired Companies) free and clear of all Encumbrances at Closing (other than transfer restrictions under securities Laws and any encumbrances granted to any lender at the Closing in connection with any financing by Buyer of the transactions contemplated hereby), (D) Seller Parent and each of its Subsidiaries (other than the Acquired Entities) shall assign, transfer, convey and deliver to an Acquired Entity, or cause to be assigned, transferred, conveyed and delivered to an Acquired Entity (other than the Newco Entity), and the Acquired Entities (other than the Newco Entity) shall accept the assignment, transfer, conveyance and delivery of, and (as applicable) assume, all of the Acquired Assets free and clear of all Encumbrances at Closing (other than Permitted Encumbrances) and only those Liabilities set forth on Section 1.1(AL) of the Seller Disclosure Schedule, in each case to the extent that any such Equity Interest, Acquired Asset or Assumed Liability is not already owned and held directly or indirectly by the Acquired Companies or another Acquired Entity, as applicable, (E) Tesoro Refining & Marketing Company LLC and Treasure Franchise Co. LLC shall assign, transfer, convey and deliver to the Newco Entity or cause to be assigned, transferred, conveyed and delivered to the Newco Entity, and the Newco Entity shall accept the assignment, transfer, conveyance and delivery of, and (as applicable) assume, all of the Acquired Assets free and clear of all Encumbrances at Closing (other than Permitted Encumbrances) and the Retail Business Liabilities, and (F) none of Seller Parent and its Subsidiaries shall...
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Separation Activities. Buyers will be solely responsible for their respective and their allocable share of Sellers’ costs, of all separation, relocation, start-up costs and other related activities related to the separation of the GM Business (the “Separation & Relocation Activities”), including: (i) all Day 1 and Day 2 separation activities, including any activities performed by Delphi personnel or its informational technology suppliers;
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Separation Activities. (a) No later than January 7, 2013, DuPont shall make a reasonable good faith determination in consultation with Buyer as to whether the internal separation activities necessary for the DPC Business to operate on a stand-alone basis (taking into account the services and transactions contemplated by the Related Agreements) will be complete in all material respects prior to February 1, 2013. If the Closing does not to occur on February 1, 2013, DuPont shall on or prior to each of February 21, 2013 and March 24, 2013, make a reasonable good faith determination in consultation with Buyer as to whether the internal separation activities necessary for the DPC Business to operate on a stand-alone basis (taking into account the services and transactions contemplated by the Related Agreements) will be complete in all material respects prior to the first Business Day occurring after the last day of such month.
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Separation Activities. (i) Promptly after the Signing Date, Buyer shall begin planning and effectuating (itself or through third party contractors) the separation or removal of the Conveyed Entities and the Conveyed Entity Assets from Vendor's information technology network with the intention that as of the Closing Date the operation of the Conveyed Entities will not require connection to or resources of the information technology system resources currently provided by Vendor, except as agreed by the Parties to be made available under and included as a service under Schedule A of the Transition Services Agreement (hereafter such planning and effectuating, the “Separation”). Vendor shall promptly supply, in coordination with the Transition Committee, any relevant technical details reasonably requested by Buyer concerning the information technology systems and networks used by the Conveyed Entities (servers, user counts, licenses, etc.,) as may be reasonably necessary for Buyer’s negotiations for acquisitions of third party licenses and Separation. Subject to compliance with its contractual and information technology security compliance obligations, Vendor agrees to perform, or permit Buyer or its third party service provider to perform additional assessments as may be reasonably necessary in connection with planning and execution of the Separation; provided that, any such assessments by Buyer or its third party service provider shall be performed in accordance with the access requirements set out in Section 8.1(b); and provided further that, Buyer shall reimburse Vendor for all documented out-of-pocket costs of any such assessments undertaken by Vendor.
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Separation Activities. (a) As of immediately prior to the Closing and after giving effect to the Separation Activities (but without giving effect to the Sale), no Acquired Entity shall have any material Tax liabilities or other liabilities or obligations (whether absolute, accrued, contingent or otherwise, and whether due or to become due) that: (i) will be Assumed Liabilities;
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Separation Activities. (a) Subject always to the provisions of Schedule 5, which govern the Systems Separation Activities, BHP will be responsible for the performance of all Separation Activities, and the costs of such Separation Activities will be borne by BHP unless otherwise agreed in writing between the Parties.
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Separation Activities. Seller and Buyer shall, promptly following the Closing, undertake the activities necessary to initiate and complete the separation of the ownership by Buyer of the Purchased Assets from any of Seller’s Excluded Assets or other retained assets in accordance with the diagram and separation activities noted thereon attached as Schedule 6.7 (the “Separation Activities”), for which the provisions of this Section 6.7 shall apply with respect to the Shared Facilities. While Buyer and/or its representatives will lead, supervise and coordinate all Separation Activities, the Parties agree to cooperate, work with and communicate with each other to accomplish the Separation Activities as promptly as commercially reasonable and to have all separation activities noted on Schedule 6.7 completed within ninety (90) days following the Closing Date, at Seller’s sole cost and expense.
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Related to Separation Activities

  • Commercialization Activities Within North America, the Parties will use Commercially Reasonable Efforts to Commercialize Licensed Products in the Field. In addition, within North America and subject to Section 2.7.6, the Parties will use Commercially Reasonable Efforts to conduct the Commercialization activities assigned to them pursuant to the Commercialization Plan/Budget, including the performance of detailing in accordance therewith. In conducting the Commercialization activities, the Parties will comply with all Applicable Laws, applicable industry professional standards and compliance policies of Celgene which have been previously furnished to Acceleron, as the same may be updated from time to time and provided to Acceleron. Neither Party shall make any claims or statements with respect to the Licensed Products that are not strictly consistent with the product labeling and the sales and marketing materials approved for use pursuant to the Commercialization Plan/Budget.

  • Distribution Activities All distribution activities engaged in by Distributor and its Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with NASD Rules, as well as with all applicable insurance laws and regulations, including any laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and any of the policies and procedures that NW may issue from time to time. In particular, without limiting the generality of the foregoing:

  • 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.

  • Outside Activities Subject to the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or stockholder of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.

  • Restricted Activities The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:

  • Regulatory Activities Beginning on the Effective Date and to the extent UGNX remains the Lead Development Party with respect to a particular territory, subject to and in accordance with the terms and conditions of this Agreement and the requirements of Applicable Laws, UGNX, shall: (a) use Commercially Reasonable Efforts to file (or have filed) all Regulatory Filings with respect to the Licensed Products in the Field in order to obtain Marketing Approvals in each country in the Territory and the European Territory (or to obtain the European Centralized Approval in the European Core Territory) and in order to obtain Pricing and/or Reimbursement Approvals in the Profit Share Territory; (b) respond in a timely fashion to requests for data and information from Regulatory Authorities with respect to the Licensed Products in the Field in the Territory and the European Territory; and (c) meet with officials of the Regulatory Authorities at such times as may be requested by such Regulatory Authorities with respect to the Core Development Activities (“Regulatory Activities”), provided that KHK will have primary responsibility for obtaining, and UGNX shall provide all assistance reasonably requested by KHK, in relation to Pricing and/or Reimbursement Approvals for the Licensed Products in the Field in the European Territory. For the avoidance of doubt, UGNX will be responsible for obtaining, and KHK will provide all assistance reasonably requested by UGNX, in relation to Pricing and/or Reimbursement Approvals, if any, for the Licensed Products in the Field in the Profit Share Territory as part of the UGNX Core Development Activities, it being understood that the costs incurred by UGNX in connection with such activities will be shared equally (50/50). All such Regulatory Activities will be conducted in a manner consistent with the Core Development Plan and coordinated by the JSC in accordance with Article 3. Without limiting the applicability of the foregoing and the remainder of this Article 5, UGNX shall interface with the applicable Regulatory Authority(ies) and, through the JDC, shall keep KHK reasonably informed of all material events and developments occurring in the course of the Regulatory Activities, including scheduled UGNX regulatory strategy discussions and meetings with Regulatory Authorities in the Territory and the European Territory relating to the Licensed Products in the Field.

  • Development Activities The Development activities referred to in item “b” of paragraph 3.1 include: studies and projects of implementation of the Production facilities; drilling and completion of the Producing and injection xxxxx; and installation of equipment and vessels for extraction, collection, Treatment, storage, and transfer of Oil and Gas. The installation referred to in item “c” includes, but is not limited to, offshore platforms, pipelines, Oil and Gas Treatment plants, equipment and facilities for measurement of the inspected Production, wellhead equipment, production pipes, flow lines, tanks, and other facilities exclusively intended for extraction, as well as oil and gas pipelines for Production Outflow and their respective compressor and pumping stations.

  • Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.

  • Competing Activities Notwithstanding any duty otherwise existing at law or in equity, (i) neither a Member nor a Manager of the Company, or any of their respective affiliates, partners, members, shareholders, directors, managers, officers or employees, shall be expressly or impliedly restricted or prohibited solely by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever and (ii) except as otherwise agreed in writing or by written Company policy, each Member and Manager of the Company, and their respective affiliates, partners, members, shareholders, directors, managers, officers and employees, shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description, including activities and business ventures in direct competition with the Company.

  • Competitive Activities During the term of this Agreement, Consultant will not, directly or indirectly, in any individual or representative capacity, engage or participate in or provide services to any business that is competitive with the types and kinds of business being conducted by Company.

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