Separation Assistance Sample Clauses

Separation Assistance. Upon signing, returning, and not revoking and the Company countersigning this Agreement and the Supplemental Release, You will receive the payments and/or benefits described below, subject to Section 5(e):
Sample 1
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Separation Assistance. 1. In the event of impending or actual separation (due to impending or actual expiration or earlier termination of this Agreement whenever that may occur) and for up to ninety (90) days following such expiration or termination, the Department may request in writing that Provider do or permit the City to do any of the following, or any combination of the following: (a) Export and/or copy City Data, subject to any applicable charges as provided in this Agreement. If the Department requests an export of City Data, such exported data shall be in Newline Delimited JSON format. (b) Destroy any City Data. Any written request by the Department directing Provider to destroy City Data shall specify what data the Department is requesting to be destroyed. Provider shall not destroy any City Data in the absence of a specific written request from the Department. If Provider destroys any City Data, it shall verify such destruction in writing. 2. Provider must provide separation assistance to the Department to perform or support the exporting, copying, and/or destruction of City Data in accordance with the Department’s written request. 3. Transition Assistance will be provided at no cost to the City in the event of a termination by the City due to a breach by Provider of this Rider or the Cloud Terms.
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Separation Assistance. 8.1 In connection with the Separation, the Target undertakes to the Bidders to include the wording set out in Schedule 3 to this Agreement in the Scheme, or such alternative language as is agreed between the parties prior to publication of the Scheme Document; 8.2 Each Bidder agrees: (A) to indemnify and hold harmless on demand, on an after-tax basis, each member of the Target Group and any person who is a director of any of them at any time between the date of this Agreement and the Effective Date (an “Indemnified Person”) from and against any and all losses, liabilities, claims, costs and expenses (including but not limited to any direct, indirect or consequential losses, all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses); and (B) not to make (and to procure that no member of its Group from time to time makes) any claim or demand against any Indemnified Person, in each case, arising out of any actions taken (or not taken) by an Indemnified Person: (i) to carry out the obligations of the Target or the relevant member of the Target Group pursuant to the Initial Separation Steps; (ii) to carry out the Re-registration; or (iii) that were otherwise carried out at the request of the Bidders. 8.3 BidCo agrees to, as soon as practicable following the Effective Date, ratify the actions taken (or not taken) by the Target and its directors (and any member of the Target Group and its directors): (i) to carry out the obligations of the Target or the relevant member of the Target Group pursuant to the Initial Separation Steps; (ii) to carry out the Re- registration; or (iii) that were otherwise carried out at the request of the Bidders. 8.4 Each Bidder shall, and shall procure that the relevant members of their Group shall, subject to satisfaction or waiver of the Conditions, and in each case to the extent within their control, take all such actions as are necessary to: (i) implement the steps required by the Bidders’ Group in order that the Target Group can carry out the Initial Separation Steps; and (ii) implement the Acquisition Completion Holding Structure at the Effective Date, and the Target shall, and shall procure that the relevant members of the Target Group shall, take the actions specified as being actions of the Target or the relevant member of the Target Group in the Initial Separation Steps (subject to and on the terms set out therein).
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Separation Assistance. In the event of separation, Contractor shall provide separation assistance to City to facilitate separation. Contractor shall further guarantee elimination from Contractor's services of all City Data upon separation.
Sample 1
Separation Assistance. Upon Your signing and returning and the Company countersigning this Agreement, You will receive the payments and/or benefits described below:
Sample 1
Separation Assistance. 10.1. In the event of impending or actual separation (due to impending or actual expiration or earlier termination of this Agreement whenever that may occur) and for up to ninety (90) days following such expiration or termination, DOHMH may request in writing that Provider do or permit DOHMH to do any of the following, or any combination of the following: 10.1.1. Export and/or copy DOHMH Data, subject to any applicable charges as provided in this Agreement. If DOHMH requests an export of DOHMH Data, such exported data shall be in a format approved by DOHMH in writing. 10.1.2. Destroy any DOHMH Data. Any written request by XXXXX directing Provider to destroy DOHMH Data shall specify what data DOHMH is requesting to be destroyed. Except for actions required by this Agreement, Provider shall not destroy any DOHMH Data in the absence of a specific written request from DOHMH. If Provider destroys any DOHMH Data, it shall verify such destruction in writing. Destruction of DOHMH Data shall be performed by Provider in a manner that complies with NIST and precludes recovery or reconstruction of such data by all currently known methods and technology. Unless otherwise specified by DOHMH, a request to destroy DOHMH Data includes destruction of live/production data as well as data housed as/in backup(s). 10.1.3. When applicable, upon DOHMH’s request, Provider shall verify it has turned off DOHMH’s access to the Cloud Services. 10.2. At no cost to DOHMH, Provider must provide separation assistance to DOHMH to perform or support the exporting, copying, and/or destruction of DOHMH Data in accordance with DOHMH’s written request. 10.3. Additionally, in the event of a termination by DOHMH due to a breach by Provider of this Agreement, Provider shall provide transition assistance at no cost to DOHMH. 10.4. In the event the parties are negotiating a renewal contract, Provider will not withhold the Cloud Services due to a lapse in the subscription term and the ninety (90) day provision in Section 8.2 of this Agreement shall not apply during the negotiations. Provider shall continue to retain DOHMH Data unless otherwise instructed by DOHMH.
Sample 1

Related to Separation Assistance

  • Transition Assistance If this Contract is not renewed at the end of this term, if the Contract is otherwise terminated before project completion, or if particular work on a project is terminated for any reason, Contractor shall provide transition assistance for a reasonable, mutually agreed period of time after the expiration or termination of this Contract or particular work under this Contract. The purpose of this assistance is to allow for the expired or terminated portion of the services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to State or its designees. The parties agree that such transition assistance is governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to such transition assistance. State shall pay Contractor for any resources utilized in performing such transition assistance at the most current Contract rates. If State terminates a project or this Contract for cause, then State may offset the cost of paying Contractor for the additional resources Contractor utilized in providing transition assistance with any damages State may have sustained as a result of Contractor’s breach.

  • Termination Assistance Upon nearing the end of the final term or termination of this Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State. All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the State in a format acceptable to the State.

  • Tuition Assistance Bargaining unit employees can enroll in university or college, vocational technical school or extension courses. The course may be by correspondence or attendance at classes during non-working hours or during working hours with approval of the Agency Head and/or his/her Designee. Where practicable, in relation to work requirements, the Employer shall be liberal with the approval of requests for accrued/unused vacation leave, flex-time scheduling, compensatory time, or leave without pay for the purpose of enabling employees to attend classes conducted during an employee's regularly scheduled work hours.

  • Post-Termination Assistance Upon the Executive’s termination of employment with the Company, the Executive agrees to fully cooperate in all matters relating to the winding up or pending work on behalf of the Company and the orderly transfer of work to other employees of the Company following any termination of the Executives’ employment. The Executive further agrees that Executive will provide, upon reasonable notice, such information and assistance to the Company as may reasonably be requested by the Company in connection with any audit, governmental investigation, litigation, or other dispute in which the Company is or may become a party and as to which the Executive has knowledge; provided, however, that (i) the Company agrees to reimburse the Executive for any related out-of-pocket expenses, including travel expenses, and (ii) any such assistance may not unreasonably interfere with Executive’s then current employment.

  • Relocation Assistance The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects.

  • EMPLOYMENT ASSISTANCE I understand that the College has not made and will not make any guarantees of employment or salary upon my graduation. The College will provide me with placement assistance, which will consist of identifying employment opportunities and advising me on appropriate means of attempting to realize these opportunities. I authorize HCI College’s representatives to contact potential employers for the purpose of advocating on my behalf and release my name and job application materials, including, but not limited to, my cover letter, resume, and transcript to prospective employers. I authorize HCI College and its third-party vendors to contact my employer to verify pertinent employment information for my graduate record.

  • Litigation Assistance Except when it would constitute a direct conflict of interest for BA, BA will make itself available to assist CE in any administrative or judicial proceeding by testifying as witness as to an alleged violation of HIPAA, the HITECH Act, the Privacy or Security Rule, or other law relating to security or privacy.

  • Termination Assistance Services Following the termination of this Agreement and/or any Ordering Document, the Parties may agree for Axway to provide transition services pursuant to a duly executed SOW, during which time this Agreement will continue in full force and effect solely to the extent necessary to allow such transition services to be performed. Axway agrees that the costs for any such services shall be comparable to the fees charged to other customers for similar types of services.

  • Employee Assistance Drug and alcohol counseling, rehabilitation, and employee assistance are available from or through the Employer’s employee assistance program provider(s) (E.A.P.).

  • Outplacement Assistance 12.1 Following a termination of employment, other than for Cause, the Executive shall be reimbursed by the Company for the costs of all outplacement services obtained by the Executive within the two (2) year period after the Effective Date of Termination; provided, however, that the total reimbursement shall be limited to an amount equal to twenty percent (20%) of the Executive’s Base Salary as of the effective date of termination.

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