Separation and Migration Sample Clauses

Separation and Migration. In the event and to the extent the Separation/Migration Plan has not been developed or finalized by the Parties prior to the date of this Agreement, the Parties shall develop or finalize the Separation/Migration Plan as soon as practicable following the date of this Agreement. In order to facilitate the Systems Separation and Data Migration, and the implementation of the Separation/Migration Plan, each Party shall, and shall cause its Affiliates to, upon advance notice and at no cost to the other Party (a) provide the other Party and its authorized representatives reasonable access, during regular business hours, to such personnel of such Party and its Affiliates as reasonably requested by the other Party to advise on the process and method for efficient and timely implementation of the Systems Separation and Data Migration, (b) provide copies of (or otherwise cooperate to convey the information contained in) such books, records, reports, files and other information as reasonably requested by the other Party solely to the extent reasonably necessary or helpful to design a plan and/or prepare for Systems Separation and Data Migration, and (c) reasonably cooperate with the other Party to design and develop and finalize the Separation/Migration Plan as necessary. In accordance with the plan, timetables and objectives set forth in the Separation/Migration Plan, each Party shall and shall cause its respective Affiliates to use reasonable commercial efforts to implement and cause the Systems Separation and Data Migration.
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Separation and Migration. (a) Not more than ten (10) Business Days after the date hereof, the Parties shall each appoint an equal (mutually agreed) number of representatives as each of them deems appropriate to a committee (a “Joint Steering Committee”), all of whom shall have suitable seniority and the requisite skills, knowledge, experience and authority to discuss, coordinate and make arrangements related to the matters described in this Section 5.23, and will be subject to confidentiality and other restrictions necessary or appropriate to ensure compliance with any applicable Laws, as well as a mutually agreed senior executive of each Party to whom matters that cannot be resolved by the Joint Steering Committee will be escalated. Any matters that arise within the Joint Steering Committee and cannot be resolved within five (5) Business Days after referral to the Joint Steering Committee of such issue may be referred to the designated senior executives of each Party to resolve. As soon as practicable following the appointment of the Joint Steering Committee through the Principal Closing, it shall meet and confer at such times as the Joint Steering Committee shall so decide, to discuss, and shall act in good faith and use reasonable best efforts to (a) finalize the Transition Services Agreement and the ICT Access Agreement and the schedules and exhibits thereto, in a manner consistent with the general terms and principles set forth on Exhibit D and Exhibit J hereto respectively (as applicable), as promptly as practicable following the date of this Agreement, (b) develop the “Day One plan” and a migration plan, each as described in Exhibit D hereto, pursuant to which migration plan the Parties shall use reasonable best efforts to address (i) the separation and migration of material IT Systems and relevant data and (ii) the preparation and review of communications to customers, vendors, suppliers and Business Employees to the extent such communications are related to the transactions contemplated by this Agreement, and (c) discuss in good faith all material technical and operational matters reasonably brought to the attention of the Joint Steering Committee by representatives of the Parties. The Parties shall use commercially reasonable best efforts to cooperate to provide to the Joint Steering Committee drafts of a proposed “Day One plan” described in Exhibit D hereto within sixty (60) days following the date of this Agreement and a proposed migration plan described in Exhibit D he...
Sample 1
Separation and Migration. In order to facilitate the separation of the Transferred Products from the business and organization of Service Provider and its Affiliates, including separation of the computer systems, infrastructure, databases, software, facilities, networks and other personal property included in the Transferred Products (collectively, the “Systems”) from Service Provider’s and its Affiliates’ Systems (“Systems Separation”), the Parties shall, and shall cause their Affiliates to, upon prior notice and at no cost to either Party (a) provide reasonable access, during regular business hours, to such personnel of the Parties and their Affiliates as reasonably designated to advise and provide knowledge transfer on the process and method for efficient and timely implementation of the Systems Separation, (b) provide copies of such files, documents, books, records, and other information as may be necessary or helpful to design a plan and/or prepare for the Systems Separation, and (c) cooperate in good faith to design and develop a plan for the Systems Separation. In addition, Service Provider shall and shall cause its Affiliates to, upon prior notice from Buyer, (i) provide computers and storage for Buyer to install and set up monitoring and management tools and gain remote access to the hosted environment, and (ii) to the extent required by third party vendors, provide a letter of authorization to Buyer.
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Separation and Migration. (a) Buyer and Seller will commence development of a separation and migration plan (“Separation and Migration Plan”), promptly following the date hereof, that will address and schedule the plans by which each Party will (i) logically and physically separate the IT Systems, data, records, components and other assets of (x) the Business from those that are applicable to or part of the Retained Business, in the case of Seller, or (y) the Retained Business from those that are applicable to or part of the Business, in the case of Buyer, in each case, to enable the migration thereof to the other Party (“Separation”); provided that, with respect to data and records separated from the IT Systems of a Party and to be converted for use by the other Party following the Closing, any such separation and conversion shall be limited to converting the data into a format readable by a generally commercially available replacement data system, and shall not include additional modifications to the extent not necessary to convert to such replacement data system, such as data scrubbing, the creation of APIs or creating additional data schema, and (ii) migrate, or will cause to be migrated, to the other Party the provision of Services (as defined in the Transaction Services Agreement) and any IT Systems applicable to or part of the other Party’s business (including migrating from such Party’s systems, facilities, and hosting environments) by the expiration of the term of the Transition Services Agreement (“Migration” and services such Party will provide in association with Migration, the “Migration Services”). The Separation and Migration Plan shall include, among other things, the following: (i) phases of implementation, (ii) milestones, (iii) the anticipated completion date for the Migration, (iv) each Party’s roles and responsibilities and (v) service interdependency issues.
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Separation and Migration. (a) As soon as reasonably practicable following the date hereof, the Parties shall agree upon the form of the Transition Services Agreement, which shall be in customary form and substance and consistent with the term sheet attached hereto as Exhibit L (the “Transition Services Agreement Term Sheet”).
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Separation and Migration. (a) As promptly as reasonably practicable following the date hereof (but no later than five (5) days), the Seller Parties and Buyer shall each appoint such representatives as each of them deems appropriate to a committee (the “Transition Committee”) tasked with: (i) developing a Separation and Migration Plan (the “Plan”) for both the separation of the data of the Company Business from that of the Seller Parties and their respective Affiliates (other than the Companies) (the “Separation”) and the migration (the “Migration”) of such data and the Sellers-provided transition services specified by the Transition Services Agreement (the “Transition Services”) from the Seller Parties to Buyer, (ii) overseeing the provision and receipt of the Interim Services in accordance with Section 5.24(d) and the Transition Services in accordance with the Transition Services Agreement and (iii) agreeing on service levels of services to be provided, and addressing issues related to service levels provided and any disputes that may arise, in connection with the Interim Services or pursuant to the Transition Services Agreement; provided that no Party shall be required to take any actions or steps that it reasonably believes would conflict with Applicable Law, including the HSR Act.
Sample 1
Separation and Migration. Buyer’s staff (which was acquired from Seller pursuant to the transactions contemplated by the Purchase Agreement) will continue to lead and perform the project work associated separating the Seller’s operations from the Enfield Data Center and migrating them to Seller’s own, separate IT environment and data center. Upon completion of each project noted below, each of the Buyer and the Seller shall provide written confirm of completion and support will be provided on the terms above.
Sample 1
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Separation and Migration. Not more than ten (10) business days after the date hereof, Seller Parent and Buyer shall each appoint such representatives as each of them deems appropriate to a committee (a “Joint Steering Committee”), all of whom will be subject to confidentiality and other restrictions necessary or appropriate to ensure compliance with any applicable Requirements of Law. As soon as practicable following the appointment of the Joint Steering Committee through the Closing, it shall meet and confer at such times as the Joint Steering Committee shall so decide, to discuss, and shall act in good faith and use commercially reasonable efforts to (i) agree upon (A) any Modifications (as such term is defined in the Transition Services Agreement) and (B) a Migration Plan (as such term is defined in the Transition Services Agreement), in which Seller Parent and Buyer shall use commercially reasonable efforts to address (1) the separation and migration of material IT Systems and relevant data and (2) the preparation and review of communications to customers, vendors, suppliers and Business Employees to the extent such communications are related to the transactions contemplated by this Agreement, and (ii) discuss in good faith all material technical and operational matters reasonably brought to the attention of the Joint Steering Committee by representatives of Seller Parent or Buyer. Seller Parent and Buyer shall use commercially reasonable efforts to cooperate to provide to the Joint Steering Committee a draft of a proposed Migration Plan within thirty (30) business days following the date of this Agreement and Seller Parent and Buyer shall commence implementation of the Migration Plan, at such time as agreed by the Joint Steering Committee, in accordance with their terms. The Migration Plan shall take into account the goal of minimizing both the cost of the migration and knowledge transfer and the disruption to the Business.
Sample 1
Separation and Migration. Between the date hereof and the Closing, Seller and Buyer shall, and shall cause their respective Affiliates and Representatives to, promptly and reasonably cooperate and discuss in good faith to develop a plan for (a) the separation of the business of the Acquired Companies, including the IT Systems, following the Closing from that of the other businesses of Seller and (b) the integration and migration of such business, including the IT Systems, following the Closing into the business and operations of Buyer (including the Acquired Companies), in each case, so as to minimize the adverse impact of such separation, integration and migration on each Party’s businesses.
Sample 1

Related to Separation and Migration

  • The Separation At or prior to the Effective Time, to the extent not already completed and subject to the terms of the Ancillary Agreements:

  • Separation ‌ Any employee, who has been employed for at least six (6) continuous months will be entitled to payment for vacation leave credits when they:

  • Integration; Termination This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

  • Employee Cooperation Following termination of Employee’s employment, Employee shall cooperate fully with the Company in all matters including, but not limited to, advising the Company of all pending work on behalf of the Company and the orderly transfer of work to other employees or representatives of the Company. Employee shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to Employee’s acts or omissions while employed by the Company.

  • Cooperation and Records Retention Seller and Buyer shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any tax return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returns, supporting work schedules, and other records or information, in a timely manner, as and that may be relevant to such returns for all tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same.

  • Post-Termination Cooperation Following any termination of this Agreement, all Parties shall thereafter cooperate fully and work diligently in good faith to achieve an orderly resolution of all matters resulting from such termination.

  • Post-Employment Cooperation Executive agrees to fully cooperate with the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Employer which relate to events or occurrences that transpired or which failed to transpire while Executive was employed by the Employer. Executive also agrees to cooperate fully with the Employer in connection with any internal investigation or review, or any investigation or review by any federal, state or local regulatory authority, relating to events or occurrences that transpired or failed to transpire while Executive was employed by the Employer. Executive’s full cooperation in connection with such matters shall include, but not be limited to, providing information to counsel, being available to meet with counsel to prepare for discovery or trial and acting as a witness on behalf of the Employer at a mutually convenient times.

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

  • Migration MCK shall provide all requisite assistance as is reasonably requested by NewCo in order to migrate the Services from MCK’s personnel, facilities and environment to NewCo’s (or its designee’s) personnel, facilities and environment, provided, that, other than as expressly set forth in the Service Schedule, NewCo shall be responsible for all third-party costs incurred by MCK and its Affiliates to migrate such Services and, provided further, that, NewCo shall be responsible for all costs associated with operational decisions made by NewCo for its set-up costs and costs to procure items (e.g., selection of Customer Relationship Management software). For the avoidance of doubt, NewCo will be responsible for migration to any new NewCo Data Center, including design, implementation and testing. MCK will provide reasonable support in such efforts. MCK will provide to NewCo an electronic copy in the then-current format of all data that is owned by NewCo (a) a written description of processes and procedures used by MCK in connection with the provision of Services to the Core MTS Business to the extent such descriptions exist, (b) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Core MTS Business to the extent such descriptions exist and (c) written training and onboarding materials used in the Core MTS Business to the extent such materials exist. In addition, MCK will, upon NewCo’s reasonable request, make available knowledgeable MCK personnel for knowledge transfer and discussion at a mutually agreed upon time with respect to the Services and the processes, procedures and systems used in the provision of the Services. The parties will meet in person to establish, within two (2) weeks following the Closing Date, a planning process for the migration of the Services from MCK’s personnel, facilities and environment to NewCo’s (or its designee’s) personnel, facilities and environment. During such meetings, the parties will identify workstreams and workstream leaders, staff project teams for each workstream, identify roles and responsibilities for project team members and create a project charter that will serve collectively as the basis for developing more detailed timelines and specific deliverables for each of the workstreams. At a minimum, there will be a workstream for each functional area that is the subject of Schedules. Each workstream will report to the Project Managers. The parties will meet (in person or by telephone) as often as is reasonably necessary to develop such detailed timelines and specific deliverables for each workstream.

  • Cooperation With Company After Termination of Employment Following termination of Executive’s employment for any reason, Executive shall fully cooperate with the Company in all matters relating to the winding up of Executive’s pending work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work to such other employees as may be designated by the Company.

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