Separation and Migration Sample Clauses

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”). (b) 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 5.21, 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. (c) As soon as practicable following the appointment of the Joint Steering Committee through the Principal Closing, the Joint Steering Committee shall meet and confer at such times as it shall so decide, to discuss, and shall act in good faith and use reasonable best efforts to (i) mutually agree upon final schedules to the Transition Services Agreement which schedules shall be consistent with the Transition Services Agreement Term Sheet, (ii) develop the migration plan, pursuant to which the Parties shall use reasonable best efforts to address (A) the separation and migration of material IT Systems and relevant data and (B) 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 (iii) 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 migration plan within sixty (60) days following the Principal Closing Date.

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. (b) Buyer and Seller will assemble a migration and governance committee (“Migration Committee”) promptly following the date hereof. The Migration Committee shall oversee the Separation and Migration Plan, including determining how to deploy employees in connection with the Separation and the Migration Services. The Migration Committee shall be composed of at least two representatives of each of Buyer and Seller and shall meet at least weekly (unless otherwise mutually agreed) during the period of Migration and until the Separation and the Migration Services are completed. Such meetings may be held telephon...

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.

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.

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.

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.