Migration Costs definition

Migration Costs means all direct out-of-pocket costs and expenses reasonably incurred before or after Completion by any member of the Seller’s Group or any of the EDS Entities in achieving Migration, as well as all investments made in Information Technology solely for the benefit of the EDS Business pursuant to the Day 1 Transition Plan or the Migration Plan, including the direct out-of-pocket costs and expenses of preparing and implementing the Day 1 Transition Plan and the Migration Plan and of obtaining any required Third Party Consents or licences (in each case excluding any part thereof which represents recoverable VAT), but excluding Charges (as defined in the Transitional Services Agreement) payable by members of the Purchaser’s Group under the Transitional Services Agreement, which amount, from the date falling 6 months from the Completion Date (as regards Information Technology-related services, 9 months after the Completion Date), shall include a surcharge of 10% unless otherwise agreed by the Parties, but always excluding the cost of any Third Party Consents (as defined in the Transitional Services Agreements), or Third Party Substitute Contract costs, in each case which relate to services provided under the Reverse Transitional Services Agreement.
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Migration Costs mean the increased costs incurred by Orbitz for hardware and software necessitated by the migration from the system and platform operated by Worldspan immediately prior to a Change-in-Control to Worldspan's successor system and platform. Migration Costs also include applications development efforts incurred by Orbitz and required to migrate the then existing Orbitz product to Worldspan's successor computer reservation system.
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Migration Costs means all costs and expenses (including any out-of-pocket and third-party costs) incurred in connection with the (i) transmission outside of the information technology systems or facilities of Seller or its Affiliates (other than the Acquired Companies), (ii) migration, or (iii) conversion of the policies, systems, assets, infrastructure and data from Seller and its Affiliates (other than the Acquired Companies) to, or integration into the systems and infrastructure of, the Acquired Companies or Buyer or its designee, excluding any TPA Conversion Costs; provided that the internal costs and expenses incurred by Seller and its Affiliates for the time spent by their employees based on the matters contemplated by this definition shall be determined in accordance with the methodology set forth on Section 1.1(j) of the Seller Disclosure Schedules.
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Examples of Migration Costs in a sentence

  • Spinco shall pay or reimburse Service Provider one hundred percent (100%) of the Reimbursable Migration Costs in respect of the Migration Services (whether conducted prior to or after the Effective Date).

  • The Seller will pay in full all undisputed amounts due pursuant to this Section 10.18 within thirty (30) days after receipt of each invoice hereunder; provided, however, that the Seller shall be entitled to offset and deduct Migration Costs, if any, that have been paid directly by the Seller or one of its Affiliates.

  • EBITDA TPG Growth in Branded Programs Acquired Programs Private Label Decline MoneyPak PIN Removal Q1 2014 Non- Recurring Benefit Non-Recurring Processor Migration Costs New Initiative SG&A 2015E Adj.

  • Within forty-five (45) days after the end of each month, the Purchaser will invoice the Seller for all Migration Costs incurred by the Purchaser and its Affiliates during such month that are required to be reimbursed under this Section 10.18.


More Definitions of Migration Costs

Migration Costs has the meaning set forth in Section 4.1(a);
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Migration Costs means all out-of-pocket costs and expenses incurred in connection with the performance of the Migration Projects, including, for certainty, costs and expenses relating to the acquisition of Migrating Assets and, third party services.
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Migration Costs has the meaning set forth in Section 10.18.
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Migration Costs means all Fees incurred by the Purchaser or any Group Company in connection with the Migration and Separation and any Irrecoverable VAT or other Taxes incurred by the Purchaser or any Group Company in respect of such Fees, including:
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Related to Migration Costs

  • Remediation Costs means the cost of any action taken to reduce the concentration of contaminants on, in or under the Eligible Property to permit a record of site condition to be filed in the Environmental Site Registry under section 168.4 of the Environmental Protection Act and the cost of complying with any certificate of property use issued under section 168.6 of the Environmental Protection Act, as further specified in the CIP.

  • Transition Costs means the reasonable costs and expenses (including reasonable attorneys’ fees but excluding overhead) incurred or payable by the Successor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to the Sale and Servicing Agreement required in connection with the transfer of servicing.

  • Transportation Costs means a component of the Charges, comprising those charges payable to the TNO and/or DNO for the use of their networks as applicable from time to time under the Industry Agreements including those charges more specifically referred to as “DUoS” and “TNUoS” and specified as “Included in the Unit Rate”, “Fixed” or “Pass-Through” in the Quotation Document or as otherwise notified to you as payable during the Supply Contract from time to time;

  • Relocation Costs means costs incurred in the relocation of the furniture, fixtures, equip- ment, machinery and supplies, including, but not limited to, the cost of dismantling and reassembling equipment and the cost of floor preparation necessary for the reassembly of the equipment. Relocation costs include only such costs that are incurred during the ninety-day period immediately following the commencement of the relocation to an eli- gible premises. Relocation costs do not include costs for structural or capital improve- ments or items purchased in connection with the relocation.

  • Production Costs means those costs and expenditures incurred in carrying out Production Operations as classified and defined in Section 2 of the Accounting Procedure and allowed to be recovered in terms of Section 3 thereof.

  • Collection Costs means an amount that the Municipality can charge with regard to the enforcement of a consumer’s monetary obligations;

  • Exploration Costs means costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects that may contain oil and gas reserves, including costs of drilling exploratory wells and exploratory type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property and after acquiring the property. Exploration costs, which include applicable operating costs of support equipment and facilities and other costs of exploration activities, are:

  • Construction Costs means land costs, all costs paid to construct and complete the Improvements, as specified on Exhibit "B" attached hereto and made a part hereof.

  • Termination Costs means all liabilities incurred in connection with or arising out of the withdrawal, departure, resignation or termination of employment (whether actual or alleged constructive termination) of any Seconded Employee, including, without limitation, liabilities relating to or arising out of any claim of discrimination or other illegality in connection with such withdrawal, departure, resignation or termination, including cost of defense of such claims, and also including severance payments and benefits paid to a Seconded Employee in return for a release of claims.

  • Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.

  • Litigation Costs means all reasonable costs, charges, expenses, including attorneys', accountants' and expert witnesses' fees, and obligations paid or incurred in connection with investigating, defending (including affirmative defenses and counterclaims), obtaining or attempting to obtain a settlement, being a witness in, or participating in or preparing to defend, be a witness in, or participate in, any Proceeding and any appeal therefrom and the cost of appeal, attachment and similar bonds.

  • Cleanup costs means expenses (including but not limited to legal and professional fees) incurred in testing for, monitoring, cleaning up, removing, containing, treating, neutralizing, detoxifying or assessing the effects of Pollutants.

  • Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.

  • Basic generation service transition costs means the amount by

  • 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.

  • Distribution Costs means all costs of:

  • Overhead costs means the actual costs incurred or the estimated costs to be

  • 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.

  • Administration Costs means (i) the costs and expenses associated with the production and dissemination of the Notice (as defined in Section 2.10); (ii) all reasonable costs incurred by the Settlement Administrator (as defined in Section 1.40) in administering and effectuating this Settlement, which costs and expenses are necessitated by performance and implementation of this Agreement and any Court orders relating thereto; (iii) all reasonable fees charged by the Settlement Administrator; and (iv) any other costs associated with the settlement, including but not limited to any amounts charged by TIAA or Vanguard.

  • Company Expenses has the meaning provided in Section 8.3.

  • Operating Costs means the incremental expenses incurred by the Recipient on account of Project implementation, management, and monitoring, including for office space rental, utilities, and supplies, bank charges, communications, vehicle operation, maintenance, and insurance, building and equipment maintenance, advertising expenses, travel and supervision, salaries of contractual and temporary staff, but excluding salaries, fees, honoraria, and bonuses of members of the Recipient’s civil service.

  • Excess Costs means the additional costs, if any, which shall be

  • Reimbursable Costs means expenses incurred by the employee in the course of engaging in the planned learning activity and include registration, tuition and examination fees as well as textbooks/discs and applicable taxes. They may also include reasonable, incremental meal, accommodation and travel expenses.