Separation Plan Clause Samples

Separation Plan. The Company and Buyer have agreed to a preliminary plan for the separation, transfer, migration and hand-over of the Business, including all data of the Company and its Subsidiaries or related to the Business and all Company IT Assets, in each case to the extent not already controlled by or in the possession of the Company, which plan is attached hereto as Exhibit F (the “Preliminary Separation Plan”). Except to the extent modified by the Final Separation Plan under this Section 6.20, the Parties (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) shall each use their respective commercially reasonable efforts to implement those actions set out in the Preliminary Separation Plan for which each Party (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) is identified as being primarily responsible thereunder (at such Party’s own cost and expense), within the timeframe specified for those actions in the Preliminary Separation Plan, including such actions required to be implemented prior to the Closing. The Parties shall use their respective commercially reasonable efforts to finalize the Preliminary Separation Plan no later than fourteen (14) days prior to the Closing (such final plan, the “Final Separation Plan”), which such Final Separation Plan shall set forth (A) post-Closing Date separation and migration activities and a timetable for completing the actions contemplated by the Final Separation Plan, (B) activities required for the Parties to migrate off the Transition Services Agreement and (C) actions for which each Party shall be primarily responsible thereunder (at such Party’s own cost and expense); provided that the delivery of the Final Separation Plan shall not be a condition of the Parties’ obligations to consummate the Transactions; provided, further, that if the Parties do not agree to a Final Separation Plan by the Closing, the Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇) shall use their respective commercially reasonable efforts to finalize the Final Separation Plan as soon as reasonably practicable following the Closing. Following the Closing, the Company and Congo shall use their respective commercially reasonable efforts to implement the Final Separation Plan by the expiration or termination of the Transition Services Agreement.

Separation Plan. 18.1 No later than 90 days from Acceptance, Supplier shall submit to ISR's an offer for a separation plan. The Supplier's offer as aforesaid, shall be provided to ISR for examination and ISR shall be entitled to provide comments and/or to change it in its discretion. The Supplier undertakes in advance to accept the comments and/or changes of ISR, and it waives any claim and/or demand in relation to the comments and/or changes of ISR to the detailed specification, including any demand for an additional price. Once approved by ISR, separation plan shall be annexed to this Agreement as Appendix K ("Separation Plan"). In the event of termination of this Agreement, for any reason (including but not limited breach by ISR) Supplier shall carry out all activities under the Separation Plan without any additional cost to ISR. 18.2 Separation Plan (including without limited all manuals, instructions, drawings, operations and maintenance manuals) shall be in Hebrew unless ISR shall consent otherwise in writing and in advance that the Separation Plan shall be English. All translation cost shall be born by Supplier. In the event of any contradiction between the English version and the Hebrew version, the more strict version regarding Suppliers undertaking shall prevail according to ISR's discretion. 18.3 Without derogating from the above, Separation Plan shall include all the following: 18.3.1. Upon ISR's written notice ("Separation Notice") Supplier will be required to nominate a manager on his behalf for the Separation Period (hereinafter referred to as: "Manager of the Separation Period"), in full time, in order to complete the separation process, on a date to be determined by ISR. 18.3.2. The purpose of the separation plan is to transfer to Israel Railways, or anyone on its behalf, or to a combination of the two, the knowledge and ability to operate and fully maintain the simulators, including the data, in whole or in part. Transfer of knowledge in an orderly manner that will prevent any damage and/or malfunctions to Israel Railways during and after the separation, and with the full cooperation of all the parties. 18.3.3. The Supplier will transfer to ISR all information and data accumulated since the installation of the TTS including all the visual, vocal, textual and alphanumeric information required for the full and proper operation of the TTS. 18.3.4. Supplier undertakes to do everything in his power and to carry out any action, in order to achieve the above obj...

Separation Plan. Effective upon consummation of the Offer, Executive waives his right to any payments or benefits due or to become due under the Separation Plan, except as otherwise provided in clause (b) of the second sentence of Paragraph 1

Separation Plan. Prior to and effective upon the Closing Date, the Company Board shall take all actions (including adopting any resolutions) as are necessary to terminate the Separation Plan. From and after the Closing Date, none of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Affiliates shall have any liability under the Separation Plan.

Separation Plan. BioXcel and BTI hereby acknowledge that the Services and the use of the Leased Employees and the Space shall decrease over time in accordance with the Separation Plan. The Parties further acknowledge that BTI plans to cease accepting all operational and financial support from BioXcel pursuant to the timeline set forth in the Separation Plan. The Parties agree to adhere to the terms of the Separation Plan. In the event BTI determines that the Separation Plan must be amended due to changes related to the business of BTI, including the development or commercialization of the therapeutic candidates, BTI shall notify BioXcel in writing and the Parties shall, in good faith, assess any continued support required by BTI. Any amendments to the Separation Plan shall be agreed upon in writing by the Parties and shall be attached in Exhibit B hereto.

Separation Plan. 1. An employee adversely affected by changes listed in the Preamble hereto who: (a) is eligible for early retirement under the Company's pension plan; and (i) would be laid off at the employee's home location; or (ii) would be required to relocate in order to hold employment; or (iii) by electing for a separation allowance, would prevent another employee in the employee's seniority group at that location with two or more years of service from being laid off; or (b) is one year or less away from eligibility for early retirement under the Company pension rules, and who meets one of the conditions set out in subparagraph (i), (ii), or (iii) of subparagraph (a) above, shall be entitled to elect to take early retirement and receive a separation allowance as hereinafter provided. 2. An employee defined in Article 1(a) above shall receive a monthly separation allowance until the age of 65 which, when added to the employee's company pension, will give the employee an amount equal to a percentage of the employee's average annual earnings over the employee's best five-year period, as defined under the pension rules, in accordance with the following formula: Years of Service Percentage at Time Employee Amount as Elects Retirement Defined Above 35 and over 80 34 78 33 76 32 74 31 72 30 70 29 68 28 66 27 64 26 62 25 or less 60 3. An employee defined in Article 1(b) above (a) shall receive the layoff benefits provided in Article 5 of the Job Security Agreement until the employee becomes eligible for early retirement; and (b) thereafter shall receive a monthly separation allowance in accordance with Article 2 above. 4. A separation allowance shall cease upon the death of the employee who dies before reaching the age of 65. 5. An employee entitled to the separation allowance as herein above set out may elect to receive in its stead a lump sum payment equal to the present value of the employee's monthly separation payments calculated on the basis of a discount rate of ten (10) per centum per annum. 6. An employee who receives the monthly separation allowance under Article 2 above shall be entitled to have the employee's group life insurance coverage continued for the duration of the employee's allowance and paid for by the company. 7. An employee whose monthly separation allowance ceases at age 65 in accordance with Article 2 above, shall be entitled to a life insurance policy, fully paid up by the Company, in an amount equal to that in effect in existing Collective Agreem...

Separation Plan. 15.1 Insofar as you are eligible for any compensation under the 2010 ▇▇▇▇▇▇▇ River Corporate Officer Separation Plan (as amended or varied from time to time) (“Separation Plan”), any compensation or severance payment paid to you under this shall be in lieu of any severance pay or other severance benefit that the Employer may provide to terminate your employment under any contract, statute or policies that may be in effect at the date your employment terminates (whether from the Employer or any Group Company). Accordingly, in the event you receive any payment or benefit relating to the termination of your employment, the value of any compensation or severance payment due under the Separation Plan shall be offset and reduced by an equivalent sum or value. You must comply with any requirements set out in the Separation Plan, including the signing of a settlement agreement containing a full release of claims. For the avoidance of doubt, payments relating to the termination of your employment would include but are not limited to: 15.1.1 Any payment in lieu of notice (but for the avoidance of doubt not for payment for notice that you work or spend on Garden Leave); 15.1.2 Any statutory or enhanced (whether contractual or discretionary) redundancy payment; and/or 15.1.3 Any damages payable in any successful claim brought in an Employment Tribunal or court of competent jurisdiction for unfair or wrongful dismissal or unlawful discrimination. 15.2 For the avoidance of doubt, nothing in clause 15.1 above shall affect your entitlement to any of the following: 15.2.1 any accrued but unpaid salary or bonus (including any pro-rated bonus), or accrued allowances or benefits; 15.2.2 any payment in lieu of accrued but unused holiday; 15.2.3 the reimbursement of expenses, provided that all claims for reimbursement are submitted within four weeks of the Termination Date, in relation, in each case to the period before the Termination Date.

Separation Plan. 6.3.1 The parties have agreed a written plan (which comprises a high level plan and a number of sub-plans, together the “Separation Plan”) to achieve Separation by the Mid-Corporate and Complex SME Data Migration Dates and to address Separation issues that may arise both before and following Data Migration. The current version of the Separation Plan (version ‘Rainbow Separation WRC High Level Plan v1.13 Baselined’) is in the Agreed Terms. The Separation Plan may be amended from time to time by agreement by the Joint *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. Implementation Committee, in accordance with the provisions set out in Part A of Schedule 23, and the plan as so amended from time to time shall from the time of such agreement constitute the Separation Plan. 6.3.2 The Separation Plan includes a plan and timetable for Separation, including (without limitation): (i) a complete plan for the migration and redirection of Retail Customers, SME Customers and Mid-Corporate Customers from the Business Sellers to the Purchaser’s Group; (ii) a complete plan for the replacement by the Purchaser of any service provided by or on behalf of the RBSG Group to the Businesses (or any one of them); (iii) details and timing of any activities and responsibilities of the parties in carrying out the Separation Plan, including milestones and associated criteria for “go/no go” decisions, which shall be made by the Joint Implementation Committee in accordance with Part A of Schedule 23; (iv) identification of any agreements between a member of the RBSG Group and a third party for the provision of services to the Businesses (or any one of them), including any consents required under such agreements in order to provide services under the Transitional Services Agreement (“TSA Consents”), and any expiry, renewal or similar event under any such agreement which falls within the period covered by the Separation Plan; (v) any other activities required to enable Separation to occur; (vi) safeguards to ensure minimal disruption to the Businesses and to both parties’ ongoing businesses until Separation is complete; and (vii) appropriate levels of core and dedicated resources required to support Separation. The parties have further agreed certain matters in respect of Separation as set out in Part B of Schedule 23 (Certain Separation Matters). 6.3.3 Subject to the last sentence of Clause 5.4.2, Clause 6.3.5 and Clause 6.11,...

Separation Plan. 6.3.1 The parties shall, acting reasonably and using all reasonable endeavours, agree a written plan (the “Separation Plan”) as soon as practicable after the date of this Agreement and in any case by the NatWest Closing to achieve Separation by the Mid-Corporate and Complex SME Data Migration Date. 6.3.2 The Separation Plan shall include a plan and timetable for Separation (including without limitation): (i) a complete plan for the migration and redirection of Retail Customers, SME Customers and Mid-Corporate Customers from the Business Sellers to the Purchaser’s Group; (ii) a complete plan for the replacement by the Purchaser of any service provided by or on behalf of the RBSG Group to the Businesses (or any one of them); (iii) details and timing of any activities and responsibilities of the parties in carrying out the Separation Plan; (iv) identification of any agreements between a member of the RBSG Group and a third party for the provision of services to the Businesses (or any one of them), including any consents required under such agreements in order to provide services under the Transitional Services Agreement (“TSA Consents”), and any expiry, renewal or similar event under any such agreement which falls within the period covered by the Separation Plan; (v) any other activities required to enable Separation to occur; (vi) safeguards to ensure minimal disruption to the Businesses and to both parties’ ongoing businesses until Separation is complete; and (vii) appropriate levels of core and dedicated resources required to support Separation.