Migration and Separation Sample Clauses

Migration and Separation. Between the date hereof and the Closing, Seller and Buyer shall, and shall cause their respective Affiliates and Representatives to, reasonably cooperate and discuss in good faith (a) the separation of the Business, including Information Technology systems, as of and following the Closing from that of the other businesses of Seller and its Affiliates (other than the Acquired Companies) and (b) the integration and migration of the Business, including Information Technology systems, as of and following the Closing into the business and operations of Buyer (including the Acquired Companies).
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Migration and Separation. Between the date hereof and the Closing, Seller and Buyer shall, and shall cause their respective Affiliates and Representatives to, reasonably cooperate and discuss in good faith (a) the separation of the Business, including Information Technology systems, following the Closing from that of the other businesses of Seller and its Affiliates (other than the Acquired Companies) and (b) the integration and migration of the Business, including Information Technology systems, following the Closing into the business and operations of Buyer (including the Acquired Companies). Buyer shall bear its own and the Acquired Companies’ costs and expenses incurred in connection with the migration, integration and separation contemplated by this Section 7.14. Seller shall not, and shall cause the Acquired Companies not to, incur any out-of-pocket costs and expenses in connection with the migration, integration and separation contemplated by this Section 7.14 without Buyer’s prior approval. Upon demand by Seller, its Affiliates or the Acquired Companies, as applicable, Buyer shall, or shall cause its Affiliates to, promptly reimburse (i) the Acquired Companies for all out-of-pocket costs and expenses pre-approved by Buyer and incurred by the Acquired Companies in connection with the migration, integration and separation contemplated by this Section 7.14 if Seller terminates this Agreement pursuant to Section 12.01(e) or Section 12.01(g) and (ii) Seller and its Affiliates (other than the Acquired Companies) for all out-of-pocket costs and expenses pre-approved by Buyer and incurred by Seller or its Affiliates (other than the Acquired Companies) in connection with the migration, integration and separation contemplated by this Section 7.14 (A) if the Closing occurs or (B) if Seller terminates this Agreement pursuant to Section 12.01(e) or Section 12.01(g). Upon demand by Buyer, Seller shall, or shall cause its Affiliates to, promptly reimburse Buyer for all out-of-pocket costs and expenses incurred by Buyer or its Affiliates in connection with the migration, integration and separation contemplated by this Section 7.14 if Buyer terminates this Agreement pursuant to Section 12.01(d) resulting from Seller’s breach of any of its covenants, representations or warranties hereunder. If this Agreement is terminated other than as contemplated in the preceding two (2) sentences, then Seller and its Affiliates (including the Acquired Companies), on the one hand, and Buyer and its Affilia...
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Migration and Separation. The Parties shall comply with Schedule 29 (Migration) in respect of the Migration and Separation.
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Migration and Separation. (a) Between the date hereof and the Closing Date, Seller and Buyer Parent shall, and shall cause their respective Affiliates and Representatives to, discuss in good faith and cooperate and use reasonable best efforts to develop and implement a written migration plan 107 based on the services necessary and targeted budget of $65,000,000 which sets forth steps required (i) to make an orderly separation of the Business, including Business IT Systems, following the Closing from that of the Excluded Business and other businesses of Seller and its Affiliates and (ii) for integration and migration of the Business, including required Business IT Systems, following the Closing or the end of a Service Term (as defined in the Transition Services Agreement) for a Scheduled Service (as defined in the Transition Services Agreement) provided under the Transition Services Agreement, as applicable, into the business and operations of Buyer Parent (including the Acquired Companies).
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Related to Migration and Separation

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

  • 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.

  • 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:

  • 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.

  • Facilitation of Agreement I agree to execute promptly any proper oath or verify any proper document required to carry out the terms of this Agreement upon the Company’s written request to do so.

  • 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.

  • Disaster Recovery and Business Continuity The Parties shall comply with the provisions of Schedule 5 (Disaster Recovery and Business Continuity).

  • 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.

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