Separation Costs means labor protection costs, in- cluding dismissal allowances, displacement allowances and the cost of administering, arbitrating and litigating such labor protection provisions, severance (including payments under severance agreements), personnel relocation expenses and all other dismissal expenses and stay bonuses, including any payment intended to reimburse for excess parachute excise tax imposed under Section 4999 of the Code with respect to such dismissal ex- penses or stay bonuses.
Separation Costs means costs incurred by Delphi as a direct consequence of the sale of the Sale Businesses for information technology separation costs and also unrecovered transition costs and unrecovered restructuring costs related to the sale of the Global Interiors & Closures Business, in an amount equal to $74 million and as more fully described on Exhibit 1.187 to this Agreement; provided, however, that Separation Costs shall be reduced by any amounts associated with line items on Exhibit 1.187 which the buyer specifically agrees to pay.
Separation Costs means the costs associated with the separation of the PLG Business as described in the Carveout Transaction Agreements, including the costs to obtain any third party consents in connection therewith, costs incurred in connection with the defeasement of those certain Series A and Series B 8.25% Senior Subordinated Notes due 2013 under the Indenture dated July 28, 2003 (the “Notes”), including the aggregate principal amount of and interest on the Notes, and costs incurred in connection with any litigation related to the Merger or the other transactions contemplated by the Merger Agreement that is brought against the Company and/or its board of directors (excluding, except for liabilities arising under Section 6.11 of the Merger Agreement, litigation arising from or relating to the Debt Financing (arising upon the closing of, or at any time after, the Debt Financing), including the grant or acquisition of any liens or secured claims pursuant to the Debt Financing, or any modification, extension, renewal or replacement thereof). For the avoidance of doubt, the liabilities excluded pursuant to the immediately preceding parenthetical will be borne and satisfied 100% by the Party that has entered into and consummated the applicable Debt Financing arrangement. For clarification, Separation Costs hereunder do not include severance costs and other employment termination-related liabilities incurred in connection with the termination of employment of employees of the PLG Business or PSS Business, it being agreed that the responsibility for, and allocation of, such costs and liabilities will be provided for in that certain transition services agreement to be entered into at the Closing.
Examples of Separation Costs in a sentence
Notwithstanding the foregoing, Separation Costs associated with Continuing CRC Management employees after the Closing Date shall be allocated as otherwise provided in this Agreement.
Compensation and other expenses (excluding Separation Costs) for agreement employees (other than Continuing CRC Management) working jobs at or in respect of PRR Allocated Assets shall be the sole responsibility of NSR.
Notwithstanding the foregoing, Separation Costs associated with Continuing CRC Management employees after the Control Date shall be allocated and paid as provided in Article VI.
The Separation Costs of employees as to whom no reasonable determination can be made shall be Corporate Level Liabilities, but shall be assigned on an alternating basis to NYC and PRR for the purpose of administering the claims.
Separation Costs subsequent to the Control Date associated with agreement employees at CRC's or its Affiliates' headquarters in Philadelphia, technology center in Philadelphia, and customer service center in Pittsburgh (notwithstanding its joint use as a SSO Facility) will be the responsibility of CSXT.
More Definitions of Separation Costs
Separation Costs means costs incurred pursuant to Sections 3.1 through 3.4 of the Separation Agreement.
Separation Costs has the meaning set forth in Section 10.1.
Separation Costs means all one-off costs, expenditures and other expenses incurred or to be incurred by Buyer or Buyer Controlled Affiliates to operate the Business on a standalone basis as from the Closing Date as set forth in the report pursuant to Section 5.11.
Separation Costs shall have the meaning set forth in Section 4.24.
Separation Costs is defined in Section 8.2(b).
Separation Costs means the costs incurred by Landlord in separating the Offer Space from the Michigan Space as documented by paid invoices and final lien waivers from all contractors, subcontractors and materialmen and pursuant to a construction budget and specifications approved by Tenant in writing.
Separation Costs means costs, expenses and payments incurred by the Company after the Closing Date, in connection with the separation of the Business from the businesses affected by the Reorganization, including in particular in connection with the separation of the IT structure. “Shares” means, collectively, 100% of the shares of common stock of the Company. “Special Reimbursement Payment” has the meaning set forth in Section 8.4. “Specific Products” means Tantalum and any alloys of Tantalum, in all forms and for all purposes, and C-103 Nb alloy (NbHfTi), in all forms and for all purposes other than (i) those specific products sold by the Company either pursuant to the Purchase and Sale Agreement or any Contract entered into after the Closing Date by the Company and any Carve-Out Entity, and (ii) Tantalum products listed on Section 1.1(d) of the Disclosure Schedules which have been or are currently solely made by X.