Separation Committee. Prior to the Separation Date, the Parties shall establish a Separation Committee (the Separation Committee) that shall consist of an equal number of members from Novartis and Alcon. The Separation Committee shall be responsible for the overall monitoring and management all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements. The Separation Committee shall have the authority to:
(a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one or more members of the Separation Committee or one or more employees of either Party or any of its Subsidiaries, and each such subcommittee having such scope of responsibility as may be determined by the Separation Committee from time to time;
(b) delegate to any such committee any of the powers of the Separation Committee; and
(c) to combine, modify the scope of responsibility of, and disband any such subcommittees, and to modify or reverse any such delegations.
Separation Committee. Effective as of the Separation Date, UtiliCorp and Aquila shall form the Separation Committee. The Separation Committee shall be responsible for resolving any and all Disputes, including as to (i) whether any Action or Liability is a UtiliCorp Liability or an Aquila Liability, (ii) whether any asset belongs to a member of the UtiliCorp Group or a member of the Aquila Group, and (iii) the interpretation of any provision of this Agreement or any Ancillary Agreement. In the event of any Dispute, each member of the UtiliCorp Group and the Aquila Group shall have the right to refer in writing the Dispute to the Separation Committee for resolution. The Separation Committee shall be required to render a written decision with respect to any Dispute within 30 days of its receipt of referral. The decision of the Separation Committee with respect to any Dispute shall be binding on the UtiliCorp Group and the Aquila Group and their respective successors and assigns.
Separation Committee. Immediately after the Closing, Willxxxx xxx Communications shall form a committee (the "Separation Committee") comprised of one representative designated from time to time by the general counsel of Communications and one representative designated from time to time by the general counsel of Willxxxx. Xxe Separation Committee shall be responsible for resolving any and all disputes between any member of the Willxxxx Xxxup and any member of the Communications Group arising with respect to any matter, whether based on contract, tort, statute or otherwise (collectively, "Disputes"), including any Dispute as to (i) whether any Action or other Liability is a Willxxxx Xxxbility or a Communications Liability, (ii) whether any asset belongs to a member of the Willxxxx Xxxup or the Communications Group, (iii) the interpretation of any provision of this Agreement or any Ancillary Agreement, and (iv) such matters as are contemplated by this Agreement or any Ancillary Agreement to be resolved by the Separation Committee. In the event of any such Dispute, each member of the Willxxxx Xxxup and the Communications Group shall have the right to refer in writing such Dispute to the Separation Committee for resolution. The Separation Committee shall be required to render a written decision with respect to any Dispute within thirty (30) days of its receipt of referral. The decision of the Separation Committee with respect to any Dispute shall be binding on the Willxxxx Xxxup and the Communications Group and their respective successors and assigns. In the event that the Separation Committee is unable to reach a unanimous determination as to any Dispute to which it is referred within thirty (30) days of such referral, each member of the Willxxxx Xxxup and Communications Group involved in such Dispute shall have the right to submit such Dispute to arbitration in accordance with the procedures set forth below. All out-of-pocket expense and costs incurred by any member of the Willxxxx Xxxup or any member of the Communications Group in connection with the procedures set forth in this section shall be borne by the party incurring such expenses and costs.
Separation Committee. 24.1 The Parties shall establish a separation committee in connection with the transactions contemplated herein and in the Shareholders’ Agreement as soon as practicable and in any event prior to Completion, having the terms of reference set out in this clause 24 (the "Separation Committee"). The Parties shall maintain the Separation Committee until such time as the Demerger and the Share Cancellation are completed.
Separation Committee. (a) Composition and Responsibility of Committee. As of the Effective Time, ------------------------------------------- HCS, IB and SEB shall form a committee (the "Separation Committee") comprised of one representative designated from time-to-time by the chief executive officer of each of the parties. Except as otherwise expressly provided in this Agreement, until the tenth anniversary of the Effective Time, the Separation Committee shall be responsible for resolving any and all controversies, disputes or claims arising out of, relating to, in connection with or resulting from this Agreement or any Ancillary Agreement (or any amendment hereto or thereto or any transaction contemplated hereby or thereby), including as to its existence, interpretation, performance, non- performance, validity, breach or termination, including any claim based on contract, tort, statute or constitution and any claim raising questions of law, whether arising before or after termination of this Agreement or any of the Ancillary Agreements, including any dispute as to (i) whether any Action or other Liability is an Instruments Liability, a Health Care Systems Liability, a Semiconductor Equipment Liability or a Shared Liability, (ii) whether any Asset is a Instruments Asset, a Health Care Systems Asset, a Semiconductor Equipment Asset or a Shared Asset, (iii) the interpretation of any provision of this Agreement or any Ancillary Agreement, and (iv) such other matters as are contemplated by this Agreement or any Ancillary Agreement to be resolved by the Separation Committee (collectively, "Agreement Disputes").
Separation Committee. The Parties acknowledge the importance of ensuring efficient cooperation and transparent communication between them with respect to the Separation and have thus agreed to form a cooperation committee to support, assist and monitor the execution of the Separation Step Plan (the “Separation Committee”).
Separation Committee. 17.1 The Parties shall establish a committee (the “Separation Committee”), which shall be constituted by two senior employees from each of their respective Groups who have the necessary skills, knowledge and experience to consider any additional issues that may arise in relation to the subject matter of this Agreement, and to determine any disputes arising out of or in connection with this Agreement or any other Separation Document.
17.2 In the event of any dispute arising out of or in connection with this Agreement being referred to the Separation Committee in accordance with clause 17.1, the members of the Separation Committee shall use their respective best endeavours to consult and negotiate with one another, in good faith and, recognising their mutual interests, attempt to reach a settlement of the dispute satisfactory to both parties within the timeframe referred to in clause 25.
17.3 If the Separation Committee agrees upon a resolution or disposition of any dispute arising out of or in connection with this Agreement, the Separation Committee will sign a statement setting out the terms of the resolution or disposition and the Parties will ensure that the resolution or disposition is fully and promptly carried out.
17.4 The Separation Committee shall meet from time to time as agreed between the Parties.
17.5 The Separation Committee shall be entitled to invite any person to attend their meetings, and shall determine its own remit and procedures and otherwise regulate itself as it may consider appropriate.
Separation Committee. To the extent permitted by applicable Law, as promptly as reasonably practicable after the date hereof Remainco and RMT Partner shall form a separation committee (the “Separation Committee”) comprised of three (3) members appointed by Remainco and three (3) members appointed by RMT Partner, which Separation Committee shall discuss and monitor the implementation of the transactions set forth in the Separation Plan. The members of the Separation Committee appointed by Remainco shall ensure that the members of the Separation Committee appointed by RMT Partner are kept reasonably informed with respect to the implementation of the Separation Plan and with the overall progress of the Separation, and Remainco shall consult in good faith with RMT Partner regarding any timely and reasonable input from the members of the Separation Committee appointed by RMT Partner with respect thereto. Following the appointment of the members after the date hereof, and until the Spinco Distribution, the Separation Committee will meet at least once per month on a date mutually acceptable to the members, and the Separation Committee may have additional meetings from time to time if the members so elect. All such meetings will be held telephonically unless otherwise agreed between the members. For the avoidance of doubt, the Separation Committee will neither control, direct nor interfere with the Separation, Distribution or day to day management or operations of the Spinco Business. The Separation Committee shall put in place all such processes as may be required to ensure that no information is exchanged that would be prohibited by applicable Law.
Separation Committee. Within 10 Business Days of the date of this Deed, the parties will establish a separation committee (the “Separation Committee”) comprising an equal number of representatives of the Sellers’ Group (taken together), the Group Members (taken together) and the Buyers, each of sufficient seniority and expertise regarding the matters within the remit of the Separation Committee. Each of the Sellers’ Group (taken together), the Group Members (taken together) and the Buyers, may appoint and remove any of its representatives by notice in writing to the other parties. The quorum for meetings of the Separation Committee shall be one (1) representative appointed for each of the Sellers’ Group (taken together), the Group Members (taken together) and the Buyers and all decision of the Separation Committee shall be made by a simple majority of those present. For the avoidance of doubt, the Separation Committee will be a consultative body, the decisions of which will not be binding on the parties unless and until documented in writing and signed by and on behalf of the parties.
Separation Committee
