Separation and Migration Cooperation. Following the date hereof, the Parties shall discuss in good faith planning for the provision of services pursuant to the Transition Services Agreement and planning for the migration and integration of the Business (including the data, systems, operations and administration) to and into the Buyer, in accordance with mutually acceptable timetables, guidelines and procedures (which shall comply with applicable Law). During the period commencing on the date hereof and extending until the Closing or the earlier termination of this Agreement pursuant to Section 6.1, the Parties shall use commercially reasonable efforts to (i) determine and perform any migration or transition services reasonably required in order to migrate such services or access to facilities as were provided by or on behalf of the Seller or its Affiliates to the Acquired Companies immediately prior to the Closing Date, but that will not be so provided under the Transition Services Agreement from and after the Closing Date; and (ii) perform any other migration services as are mutually agreed to by the Parties.
Separation and Migration Cooperation. Following the date hereof, the Seller and the Buyer shall negotiate the Transition Services Agreement and shall discuss in good faith planning for the provision of services pursuant to the Transition Services Agreement and planning for the migration and integration of the Business (including the data, systems, operations and administration) to and into the Buyer, in accordance with mutually acceptable timetables, guidelines and procedures (which shall comply with applicable Law), with such cooperation to include each of the Seller and the Buyer: (i) appointing a divestiture planning manager; (ii) establishing divestiture planning committees as mutually agreed; (iii) setting regular meetings of the divestiture planning committees; (iv) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for the planning for the provision of services pursuant to the Transition Services Agreement and the planning for the migration and integration of the Business; (v) developing detailed project plans and budgets for the provision of services pursuant to the Transition Services Agreement and the migration and integration of the Business; (vi) using commercially reasonable efforts to promptly identify any and all services to be provided under the Transition Services Agreement, and (vii) dedicating commercially reasonable resources to accomplish the foregoing. All planning cooperation contemplated by this Section 7.20 shall be conducted in compliance with applicable Law (including privacy, antitrust and competition Law) and FINRA regulations and otherwise with the intention to minimize disruption to the Business and the businesses of the Company.
Separation and Migration Cooperation. From the date hereof until the Closing Date, the Parties shall negotiate in good faith Schedule 2.1(a) to the form of Transition Services Agreement attached hereto at Exhibit G (with the Parties acknowledging that the pricing for “Services” by category of Services included in Schedule 2.1(a) thereof shall be governed by footnote 5 in the form of Transition Services Agreement attached hereto as Exhibit G) and shall discuss in good faith planning for the provision of services pursuant to the Transition Services Agreement and planning for the migration and integration of the Business to and into Buyer, in accordance with mutually acceptable timetables, guidelines and procedures (which shall comply with Applicable Law), with such cooperation to include each of Sellers, on the one hand, and Buyer, on the other: (i) appointing a divestiture planning manager; (ii) establishing divestiture planning committees as mutually agreed; (iii) setting regular meetings of the divestiture planning committees; (iv) making reasonably available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for the planning for the provision of services pursuant to the Transition Services Agreement and the planning for the migration and integration of the Business; (v) developing detailed project plans for the provision of services pursuant to the Transition Services Agreement and the migration and integration of the Business; (vi) using commercially reasonable efforts to promptly identify any and all services to be provided under the Transition Services Agreement from the potential services (and corresponding pricing) identified in the schedules to the form of Transition Services Agreement attached hereto at Exhibit G (vii) using commercially reasonable efforts to finalize the Separation and Migration Plan (as defined in the Transition Services Agreement) and incorporate it into the form of Transition Services Agreement to be executed and delivered at Closing, and (viii) dedicating commercially reasonable resources to accomplish the foregoing. All planning cooperation contemplated by this Section 7.9 shall be conducted in compliance with Applicable Law and otherwise with the intention to minimize disruption to the businesses of the Parties. Schedule 7.9 sets forth a list of events relating to the Business that are scheduled to occur following the expected Closing Date, and the expenses for such events that will ...
