Service Exit Costs definition

Service Exit Costs means any Costs reasonably incurred by the Service Provider in planning and executing the migration of Services to the Service Recipient or a third party service provider or the termination or completion of Services, including joint migration planning, data extraction, final data migration, and de-commissioning or removal of any Lilly Service Addition, as applicable. For the avoidance of doubt, any severance payments incurred by the Service Provider with respect to its employees shall not be considered Service Exit Costs.

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Service Exit Costs means any Costs reasonably incurred by Pfizer or its Affiliates in planning and executing the migration of Services to the Company or a third party service provider, including joint migration planning, data extraction, final data migration, and de-commissioning or removal of any Information System Addition.

Service Exit Costs means those costs and expenses which are reimbursable by Recipient, as set out in a Work Package agreed in advance by Provider and Recipient, and are incurred by or on behalf of Provider and any Provider Affiliate after the Effective Date in connection with (i) planning and executing the migration of the Services to Recipient, any Recipient Affiliate or a Subcontractor, and (ii) joint migration planning, data extraction, final data migration and decommissioning, or, subject to mutual agreement of the Parties (such agreement not to be unreasonably withheld, conditioned, or delayed), removal of any changes made, in each case, to facilitate the provision of Services. Reasonable documentation and good faith estimates of Service Exit Costs will be provided to Recipient by Provider upon request. For clarity, Service Exit Costs shall not include any Provider Costs or any Taxes, which are the subject of Section 3.2.

Examples of Service Exit Costs in a sentence

The Service Provider shall have thirty (30) calendar days (after receipt of such request) to review and provide the Service Recipient with a good faith estimate of the related Service Exit Costs (including the Service Exit Costs described in this Section 4.2(a)) that would be incurred in connection with such termination.
Any Set-Up Costs, Service Exit Costs, BAU Service Costs and Program Charges shall be invoiced by either Party as soon as reasonably practicable after such Party (or a member of its Group) has incurred the relevant Costs as a Service Provider on or after the Charge Commencement Date; provided, however, that any such Set-Up Costs, Service Exit Costs, BAU Service Costs and Program Charges incurred shall, in any event, be invoiced at least on a quarterly basis.
The Service Recipient shall then have thirty (30) calendar days (after receipt of such disclosed estimated Service Exit Costs) to provide the Service Provider with written confirmation as to whether it desires such requested termination of a Service.
Each of the foregoing in (i) and (ii) shall be treated as Service Exit Costs.
Provider shall provide Recipient with periodic updates (but in any event, no less frequent than every six (6) months) to the good faith estimate of Service Exit Costs described in each Work Package; provided, Provider shall promptly provide Recipient with an updated Work Package prior to incurring any material Service Exit Cost overage or in the event Provider desires to add, delete or adjust any line item of the Service Exit Costs in a Work Package that was previously agreed by the Parties.
Provider and Recipient shall discuss in good faith any proposed updates to a Work Package, including adjustments to the Service Exit Costs estimate, and any updates shall be implemented in accordance with the Operating Manual.
Provider shall provide Recipient with assistance reasonably necessary to transition the Services to Recipient as set out in the Work Packages subject to payment by Recipient of the Service Exit Costs; provided that Recipient shall be ultimately responsible for transitioning the Services.
Any Set-Up Costs and Service Exit Costs shall be invoiced by Pfizer as soon as reasonably practicable after the relevant Costs have been incurred.
All Set-Up Costs and Service Exit Costs shall be shared equally by Seller Parent and Purchaser, and for clarity, shall not be subject to the Cap; provided, however, that Purchaser’s share of the Set-Up Costs and Service Exit Costs, in the aggregate, shall not exceed Twenty-Two Million Dollars ($22,000,000).

More Definitions of Service Exit Costs

Service Exit Costs means costs and expenses incurred by or on behalf of Seller Parent and its Affiliates in connection with planning and executing migration of Services to Purchaser or a third party service provider, including data extraction, final data migration and decommissioning or removal of any changes made to facilitate the provision of Services hereunder, but excluding costs and expenses that would have been incurred by Seller Parent or its Affiliates after the Closing irrespective of whether this Agreement or the Purchase Agreement is entered into by the Parties. “Service Fee” has the meaning set forth in Section 3.1(a). 3 “Service Functional Lead” has the meaning set forth in Section 2.6. “Service Noncompliance” has the meaning set forth in Section 2.2(a)(i). “Service Period” has the meaning set forth in Section 7.1. “Services” has the meaning set forth in Section 2.1. “Set-Up Costs” means costs and expenses incurred by or on behalf of Seller Parent and its Affiliates after the Effective Date in connection with preparation activities to make the Services available to Purchaser, but excluding costs and expenses that would have been incurred by Seller Parent or its Affiliates after the Closing irrespective of whether this Agreement or the Purchase Agreement is entered into by the Parties. “SteerCo Leads” has the meaning set forth in Section 8.1(b). “Term” has the meaning set forth in Section 7.1. “Third Party Claim” has the meaning set forth in Section 5.2(a). “Transition Plan” has the meaning set forth in Section 2.7. “Transition Representative” has the meaning set forth in Section 2.6. “Treasury Policy, Procedure or Practice” has the meaning set forth in Section 2.14. “TSA Steering Committee” has the meaning set forth in Section 8.1(a). “Working Capital Prepayment” has the meaning set forth in Section 3.5.