Separation Costs. Subject to the terms of this Agreement, all Separation Costs for Eligible Employees shall be subject to reimbursement hereunder.
Separation Costs. Except as may be otherwise provided in the Definitive Agreement, separation agreements with any IP employee, or any PECO employee providing services pursuant to this Agreement, who is outplaced during the term of this Agreement shall be the sole financial responsibility of the employing Party, either IP or PECO, as the case may be, or as specified in any Leased Employee Agreement among the Parties and any employee.
Separation Costs. Separation payments and associated costs of any PS employee, or any Exelon employee providing services pursuant to this Agreement, who is terminated during the term of this Agreement shall be the sole responsibility of the employing Party, subject to, for costs related to Salem employees, the Owners Agreement.
Separation Costs. Beginning with the fourth quarter of 2015, Citrix incurred incremental costs to evaluate, plan and execute the separation of the GoTo Business. A portion of these costs were specifically identifiable to GetGo and have been attributed to GetGo in their entirety, while other costs were allocated to GetGo based on net revenues. The separation costs relate primarily to third-party advisory and consulting services, retention payments to certain employees, incremental stock-based compensation and other costs directly related to the separation. Citrix estimates total separation costs through the close of separation will be approximately $120 to $130 million on a pre-tax basis, of which a portion of these costs will be allocated to GetGo. These estimates are based on currently known facts and may change materially as future operating decisions are made. These estimates do not include potential tax-related charges or potential capital expenditures which may be incurred related to the proposed transaction. These additional costs could be significant. For the nine months ended September 30, 2016, Citrix had incurred $46.2 million related to separation costs, of which $16.9 million of the pre-tax charges was allocated to GetGo and recorded in Separation expense on the Combined Condensed Statements of Income and Comprehensive Income. As of September 30, 2016, Citrix has incurred total separation costs of $52.5 million, of which $20.1 million of the pre-tax charges was allocated to GetGo. Citrix expects to continue to incur additional separation costs in 2016 and 2017 until it completes the separation of the GoTo Business. Table of Contents Independent Auditor’s Report To Management Grasshopper Group, LLC and Affiliates We have audited the accompanying combined financial statements of Grasshopper Group, LLC and Affiliates which comprise the combined balance sheets as of December 31, 2014 and 2013 and the related combined statements of income, combined statements of changes in members’ equity and cash flows for the years then ended, and the related notes to the combined financial statements.
Separation Costs. (a) Subject to Section 8.11(b) below, the Seller shall be responsible for, and shall pay, the following costs in connection with employees of the Seller, including all Assumed Employees and employees who are not Assumed Employees, that result from the transactions contemplated under this Agreement: costs triggered by Seller’s change of control or similar arrangement pursuant to any employment agreement, bonus plan, stock option plan, or similar compensation arrangement or other agreement, as described on Schedule 8.11(a) (collectively, the “Separation Costs”).
(b) Notwithstanding Section 8.11(a), above, Purchaser shall be liable for the excess of:
(i) Separation Costs other than Separation Costs for employees of the Corporate Solutions Group (including Brockhurst and Bean) (the "Non CSG Separation Costs") (calculated after giving effect to the associated tax benefit as set forth on Schedule 8.11(a)), exceeding those assets held by Seller, as set forth on Schedule 8.11(a), as of the Closing Date, for the specific purpose of funding items included in the Non CSG Separation Costs; over
(ii) $16 million.
(c) To determine the Non CSG Separation Costs, vested stock options, including stock options triggered by change in control provisions, will be converted to cash for an amount per share equal to the excess of the consideration per share to be paid pursuant to the Merger Agreement, over the exercise price per share of the stock subject to the option.
Separation Costs. In connection with the Separation, and as further set forth in the Separation Plan, Nelnet shall bear all one-time separation costs and all other costs as further identified in the Separation Plan relating to the activities to effect the Separation that are contemplated by the Separation Plan (the “Separation Costs”) incurred by or on behalf of the Company. SDC and Nelnet shall work collaboratively to jointly manage the Separation Costs throughout the Separation process. To the extent the Separation Costs are incurred by the Company, Nelnet shall as promptly as reasonably practicable reimburse the Company for all such costs. Notwithstanding the foregoing, Nelnet’s duty to pay Separation Costs shall not exceed the aggregate amount of Six Million Dollars ($6,000,000).
Separation Costs. (a) Unless otherwise set forth herein, all costs (including, but subject to the limitations in clauses (u)-(z) of Section 5.3.2(a), Taxes), whether internal or external, relating to the Separation or any Separation Transaction (including costs incurred pursuant to Section 6.5), shall be borne by Seller.
(b) Unless otherwise set forth herein, all costs, whether internal or external, relating to the integration of the Business into Buyer's group after the Closing shall be borne by Buyer.
Separation Costs. Seller represents and warrants to Buyer that the aggregate Separation Costs under this Agreement will not exceed $208,000 in the aggregate (the “Separation Target Cost”).
Separation Costs. All costs necessarily incurred for the purpose of achieving the separation of the activities of the MGT/IST Business and the Retained Business at any Property shall be borne by the Seller, and unless otherwise agreed the Seller shall have sole control (following due consultation with the Purchaser) over the manner in which that separation is achieved and the payment of the relevant costs. The Seller shall not be responsible for any excess costs to the extent such costs are incurred to effect any improvement (except such improvements which result from the separation itself) in the facilities at the Property to be used by the MGT/IST Business or which result from any changes which are made to the MGT/IST Business by the Purchaser after Completion.
Separation Costs. (a) Subject to the occurrence of the Closing and to the terms and provisions of this Section 2.4, the Buyer and the Acquired Companies shall be responsible for the payment of up to $10,000,000 of Separation Costs in the aggregate (the “Separation Cap”) for Separation Costs incurred and/or paid by the Buyer, any Acquired Company and/or any Seller (in any such case, whether before or after the Closing). Schedule 2.4(a)(iii) sets forth the amount of Separation Costs that the Sellers have incurred and/or paid on or prior to the date of this Agreement and the Sellers shall update such schedule as of the Closing Date to set forth the amount of Separation Costs that the Sellers have incurred and/or paid on or prior to the Closing Date. For a period beginning on the Closing Date and continuing until the earlier to occur of (i) two (2) years from the Closing Date and (ii) the date on which the Buyer and/or the Acquired Companies, on a collective basis, have incurred and/or paid Separation Costs (whether to or on behalf of the Seller or otherwise) equal to the Separation Cap, the Buyer and the Acquired Companies, jointly and severally, shall indemnify, defend, hold harmless and reimburse the Sellers for any Separation Costs incurred and/or paid during such period or listed on Schedule 2.4(a)(iii) by any of the Sellers in an aggregate amount equal to the Separation Cap minus the amount of Separation Costs incurred and/or paid by the Buyer and/or any Acquired Company (on a collective basis) (whether to or on behalf of the Seller or otherwise).
(b) For a period of two (2) years after the Closing Date (the “Separation Claims Period”), the Sellers shall, jointly and severally, indemnify, defend, hold harmless and reimburse the Buyer for any Separation Costs incurred and/or paid by the Buyer and/or any Acquired Company, on a collective basis, in excess of the Separation Cap during the Separation Claims Period, and once an amount of Separation Costs incurred and/or paid by the Buyer and/or the Acquired Companies, on a collective basis, equals the Separation Cap, the Sellers shall, jointly and severally, pay any Separation Costs incurred by any Seller during the Separation Claims Period.
(c) Notwithstanding anything to the contrary provided elsewhere in this Agreement, before any costs, fees or expenses that exceed $250,000 may be considered Separation Costs, they must be approved by the Buyer and the US Seller, with such approval not to be unreasonably withheld, conditione...
