Disengagement Costs definition

Disengagement Costs means any and all costs, charges and expenses of any kind incurred by Service Provider or any of its Affiliates in connection with the termination of this Agreement or relating to the cessation of any Services hereunder, including all third party charges, costs or fees, all third party cancellation or termination charges, costs or fees and the market value of all Disengagement Services provided by other Persons.
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Disengagement Costs means, (i) with respect to such terminated Service(s), any and all direct out-of-pocket fees, costs and expenses incurred by Hot Topic or its Affiliates in connection with the termination of this Agreement and/or the cessation of the Service(s) hereunder, including cancellation and/or termination charges, costs and/or fees under third party contracts and reasonable out-of-pocket charges, costs, fees and/or expenses incurred by Hot Topic as a direct consequence of the termination of such Service(s) and (ii) solely in respect of the termination of any of the Services set forth on Schedule 2 attached hereto, the out-of-pocket costs of any severance payments contractually or legally required to be paid by Hot Topic directly as a result of Hot Topic’s termination of employees who were providing such terminated Services; provided that, (A) Hot Topic may notify Torrid in advance of any such employees that it intends to terminate in connection with the termination of such Services and Torrid may, in its sole discretion, offer any or all of such employees the opportunity to become an employee of Torrid and (1) in the event that any such employee chooses to become an employee of Torrid and Hot Topic is notified in writing that such employee has accepted Torrid’s offer of employment, Torrid shall have no liability or obligation to Hot Topic with respect to the Disengagement Costs in clause (ii) above that would have otherwise been payable to Hot Topic in respect of such employee(s), or (2) in the event that any such employee chooses not to become an employee of Torrid, Torrid shall pay to Hot Topic such employee’s severance payments as provided for in clause (ii) above, (B) any severance shall be payable solely with respect to those employees actually providing the terminated Services and who are terminated as a direct result of the termination of any Service for which severance is payable hereunder, and (C) Hot Topic shall use reasonable efforts (1) to redeploy employees providing Services to the extent there is excess demand for personnel for other Services or for Hot Topic’s own business needs, and (2) otherwise mitigate any severance costs or other Disengagement Costs.
Sample 1
Disengagement Costs means, with respect to such terminated Service(s), any and all direct out-of-pocket fees, costs and expenses incurred by Torrid or its Affiliates in connection with the termination of this Agreement and/or the cessation of the Service(s) hereunder, including cancellation and/or termination charges, costs and/or fees under third party contracts and reasonable out-of-pocket charges, costs, fees and/or expenses incurred by Torrid as a direct consequence of the termination of such Service(s).
Sample 1

Examples of Disengagement Costs in a sentence

  • For clarity, no Disengagement Costs are payable in case of a termination under Section 7.01(d) or upon the expiration of the Term of any Service.

  • Notwithstanding anything contained herein to the contrary, the Company shall be solely responsible for and shall pay to Limited Brands in accordance with the provisions of Section 3.09 hereof any and all Disengagement Costs incurred in connection with the provision of any and all Disengagement Services.

  • Disengagement Services will be provided under a Specific Billing method to be negotiated in good faith by the parties which will take into account the Cost Components (which will include, without limitation, the Disengagement Costs) associated with Limited Brands’ provision of Disengagement Services to the Company.

  • Beneficiary shall be entitled to: (1) all compensation awards and other payments or relief therefor, (2) to commence, appear in and prosecute in its own name any action or proceedings, and (3) to make any compromise or settlement in connection with such taking or damage.

  • With respect to any such Limited Brands’ associates that declined such transfer opportunity, the costs of termination and severance for such associates shall be part of the Disengagement Costs.

Related to Disengagement Costs

  • Routine Patient Costs means all health care services that are otherwise covered under the Group Contract for the treatment of cancer or other Life-threatening Condition that is typically covered for a patient who is not enrolled in an Approved Clinical Trial.

  • Improvement Costs means any additional expenditure on a fixed asset that materially increases the capacity of the asset or materially improves its functioning or represents more than 10% of the initial depreciation base of the asset;

  • Medical Expenses means those expenses that an Insured Person has necessarily and actually incurred for medical treatment on account of Illness or Accident on the advice of a Medical Practitioner, as long as these are no more than would have been payable if the Insured Person had not been insured and no more than other hospitals or doctors in the same locality would have charged for the same medical treatment.

  • Development Costs means costs incurred to obtain access to reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas from reserves. More specifically, development costs, including applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to:

  • Patient cost means the cost of a medically necessary health care service that is incurred as a result

  • Soft Costs means the costs of professional work and fees, interim costs, financing fees and expenses, syndication costs, soft costs and Developer’s fees as shown in the Applicant’s properly completed UniApp, Section C - Uses of Funds. Soft Costs do not include operating or replacement reserves.

  • Public improvement costs means the costs of:

  • Replacement Costs means the expenditures for obtaining and installing equipment, accessories or appurtenances which are necessary during the useful life of the treatment works to maintain the capacity and performance for which such works were designed and constructed.

  • Settlement Costs means all costs incurred by Plaintiffs, and their attorneys, including but not limited to Plaintiffs’ attorneys’ fees, costs of suit, Plaintiffs’ expert or consultant fees, any incentive payments paid to the Class Representatives, notice costs, costs of claims administration, costs incurred by the Claims Administrator, and all other costs of administering the Settlement Agreement (including but not limited to administration costs associated with any website, notice, toll-free telephone number, or any other cost associated with this Settlement Agreement).

  • Third Party Expenses has the meaning ascribed to it in Section 5.5.

  • Program Expenses means all UHC’s expenses of administering the Program under the Indenture and the Act and shall include without limiting the generality of the foregoing; salaries, supplies, utilities, labor, materials, office rent, maintenance, furnishings, equipment, machinery and apparatus, including information processing equipment; software, insurance premiums, credit enhancement fees, legal, accounting, management, consulting and banking services and expenses; Fiduciary Expenses; remarketing fees; Costs of Issuance not paid from proceeds of Bonds; and payments to pension, retirement, health and hospitalization funds; and any other expenses required or permitted to be paid by UHC.

  • Controllable Expenses means all expenses, other than Uncontrollable Expenses, incurred by the Company or any Subsidiary of the Company with respect to the Property.

  • Start-Up Costs means all fees, costs, and expenses incurred in connection with establishing the State Mitigation Trust and the Indian Tribe Mitigation Trust and setting them up for operation. Start-up costs shall not include the cost of premiums for insurance policies.

  • Development Cost means the total of all costs incurred in the completion of a Development excluding Developer Fee, operating deficit reserves, and total land cost as typically shown in the Development Cost line item on the development cost pro forma.

  • Development Expenses means, with respect to SAIL Developments as well as HOME Developments when the HOME Development is also at least partially financed with a MMRB Loan (as defined in rule Chapter 67-21, F.A.C.), usual and customary operating and financial costs, such as the compliance monitoring fee, the financial monitoring fee, replacement reserves, the servicing fee and the debt service reserves. As it relates to SAIL Developments as well as HOME Developments when the HOME Development is also at least partially financed with a MMRB Loan (as defined in rule Chapter 67-21, F.A.C.) and to the application of Development Cash Flow described in subsections 67-48.010(5) and (6), F.A.C., as it relates to SAIL Developments or in paragraph 67-48.020(3)(b), F.A.C., as it relates to HOME Developments, the term includes only those expenses disclosed in the operating pro forma on an annual basis included in the final credit underwriting report, as approved by the Board, and maximum of 20 percent Developer Fee per year.

  • O&M Expenses means expenses incurred by or on behalf of the Developer or by the Authority, as the case may be, for all O&M including (a) cost of salaries and other compensation to employees, (b) cost of materials, supplies, utilities and other services, (c) insurance premium, (d) all taxes, duties, cess and fees due and payable for O&M, (e) all repair, replacement, reconstruction, reinstatement, improvement and maintenance costs, (f) payments required to be made under the O&M Contract, or any other contract in connection with or incidental to O&M, and (g) all other expenditure required to be incurred under Applicable Laws, Applicable Permits or this Agreement.

  • Program Costs means all necessary and incidental costs of providing program services.

  • Travel Expenses means any costs incurred by Licensor associated with the transportation, storage or lodging of equipment, supplies, Licensor employees and other items necessary for business use from Licensor headquarters to Licensee’s facilities. Travel expenses may include, but are not limited to airfare, hotel costs, and meals if applicable. Any travel expenses paid by the Licensee shall be paid at allowable government travel rates consistent with Management Directive 230.10, unless otherwise first approved by the Licensee’s authorized representative.

  • Project Expenses means usual and customary operating and financial costs. The term does not include extraordinary capital expenses, development fees and other non-operating expenses.

  • O&M Costs as defined in the Depositary Agreement.

  • Covered Expenses means expenses actually incurred by or on behalf of a Covered Person for treatment, services and supplies covered by the Policy. Coverage under the Participating Organization’s Policy must remain continuously in force from the date of the Covered Accident or Sickness until the date treatment, services or supplies are received for them to be a Covered Expense. A Covered Expense is deemed to be incurred on the date such treatment, service or supply, that gave rise to the expense or the charge, was rendered or obtained.

  • Medical Expense means an expense incurred at the time a past member or his or her health reimbursement account dependent is furnished the medical care or service. To be considered a medical expense under this act, the expense shall meet all of the following conditions:

  • Management Expenses means the costs, charges and expenses necessarily and reasonably incurred or to be incurred for the management and maintenance of the Land and the Building and the Common Areas and Facilities therein to be borne by the Owners including the remuneration of the Manager as provided in this Deed;

  • Operating Costs means the reasonable incremental expenses incurred by the Recipient on account of Project implementation, including costs related to audits, office equipment and supplies, vehicle operation and maintenance, shipping costs, office rentals, communication and insurance costs, office administration costs, bank charges, utilities, transport costs, travel, per diem and supervision costs, and salaries of contracted employees, but excluding salaries of officials of the Recipient’s civil service.

  • Training Costs means reasonable costs incurred to upgrade the technological skills of Full-Time Employees in Illinois and includes: curriculum development; training materials (including scrap product cost); trainee domestic travel expenses; instructor costs (including wages, fringe benefits, tuition and domestic travel expenses); rent, purchase or lease of training equipment; and other usual and customary training cots. “Training costs” do not include, except where the Company receives prior written approval of the Department, costs associated with travel outside the United States, wages and fringe benefits of employees during periods of training, administrative costs related to Full-Time Employees of the Taxpayer, or amounts paid to an affiliate of the Company.

  • Tenant Inducement Costs means any payment required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically without limitation, tenant improvement costs, lease buyouts and moving allowances.