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.
Appears in 2 contracts
Samples: Security and Asset Purchase Agreement (Arthur J. Gallagher & Co.), Security and Asset Purchase Agreement (Willis Towers Watson PLC)
Separation and Migration. (a) As soon promptly as reasonably practicable possible 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 but not more than ten (10) Business Days after the date hereof, the Parties Sellers and Purchaser shall each appoint an equal (mutually agreed) number of such 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 ClosingCommittee, the Joint Steering Committee shall it will meet and confer at such times as it shall so decide, to discuss, discuss and shall act in good faith and use reasonable best efforts to agree upon (i) mutually agree upon final schedules the plan to separate the Transition Services Agreement which schedules shall be consistent Business from the other businesses of Sellers and the Parent Group and to transfer the Business to Purchaser as of the Closing Date pursuant to and in accordance with the Transition Services terms of this Agreement Term Sheetand the Ancillary Agreements, (ii) develop the migration planand in a manner designed to minimize any adverse impact of such separation on each party’s businesses, pursuant to which the Parties plan shall use reasonable best efforts to address (A) the include separation and migration of material the Business’s IT Systems assets from the IT systems of Sellers and the Parent Group (other than the Transferred Subsidiaries) and relevant data data, preparing and (B) the preparation and review of reviewing communications to customers, vendors, suppliers and Business Employees employees to the extent such communications are related to the transactions contemplated by this Agreementthereby, and (iii) discuss discussing in good faith all material technical and operational matters reasonably brought (the “Migration Plan” ), (ii) a plan to transfer to Purchaser and the Transferred Entities knowledge with respect to the attention Business to permit Purchaser to operate the Business as operated prior to the Closing Date upon completion of the Migration Plan, (iii) a plan to transfer to the recipient of any Services such knowledge with respect to the Services as is reasonably necessary to permit such recipient to be able to provide to itself or engage third parties to provide the Services following the termination of expiration of such Services or either Transition Services Agreement (the plans described in clauses (ii) and (iii), together, the “Knowledge Transfer Plan”) and (iv) the addition of any Omitted Services (as defined in the Transition Services Agreement) identified as part of the plans developed in accordance with this Section 5.18 to the services to be provided pursuant to the Transition Services Agreement (the “Services”). Sellers shall bear all costs and expenses associated with the separation and migration of the Business’s data which is held by a member of the Parent Group; provided that Sellers’ out-of-pocket costs and expenses shall not exceed $250,000. The Migration Plan and the Knowledge Transfer Plan, when completed, shall each take into account the goal of minimizing both the cost of the migration and knowledge transfer and the disruption to the Business. Purchaser and Sellers shall allocate sufficient personnel and other resources, reasonably cooperate, and negotiate in good faith to permit 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 Datecarry out its responsibilities as set out in this Section 5.18.
Appears in 1 contract
Separation and Migration. (a) As soon promptly 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 Sellers 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 Buyer shall each appoint an equal (mutually agreed) number of such representatives as each of them deems appropriate to a committee (the “Transition Committee”) tasked with: (i) developing a Separation and Migration Plan (the “Joint Steering CommitteePlan”) for both the separation of the data of the Company Business from that of Sellers and their respective Affiliates (other than the Transferred Companies) (the “Separation”) and the transportation, migration and integration (the “Migration”) of such data and the Sellers-provided transition services specified by the Transition Services Agreement (the “Transition Services”) from Sellers to a third-party administrator engaged by Buyer (the “TPA”), all (ii) overseeing the provision and receipt of whom shall have suitable seniority the interim services in accordance with the Interim Services Agreement and the requisite skillsTransition Services in accordance with the Transition Services Agreement, knowledge(iii) overseeing the development of and agreeing on the relevant and appropriate breakdown of services fees with respect to such transition services, experience agreeing on levels of services to be provided, and authority to discuss, coordinate and make arrangements addressing issues related to service levels provided and any disputes that may arise, pursuant to the matters described Interim Services Agreement and the Transition Services Agreement, (iv) as part of the Migration, developing a plan to transfer to the TPA knowledge with respect to the Company Business to enable the TPA to provide services to the Transferred Companies following the expiration or termination of the Transition Services Agreement (the “Knowledge Transfer Plan”) and overseeing the implementation of the Knowledge Transfer Plan and (v) overseeing the orderly migration of the Sellers-provided Transition Services to the TPA in this Section 5.21accordance with principles to be reasonably agreed between Sellers and Buyer and the Plan; provided that no party shall be required to take any actions or steps that it reasonably believes would conflict with Applicable Law, and will including the HSR Act.
(b) Each member of the Transition Committee shall 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 Applicable Law. The Transition 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 meet regularly during the term of this Agreement and during the term of the Transition Services Agreement.
(Ac) The Plan and the separation Knowledge Transfer Plan shall be developed and migration administered with the goal of material IT Systems minimizing both the costs of the Separation 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 AgreementMigration, and (iii) discuss the disruption to Sellers’ and their respective Affiliates’ business and the Company Business. Buyer and Sellers shall allocate sufficient personnel and other resources, reasonably cooperate, and negotiate in good faith all material technical to permit the Transition Committee to carry out its responsibilities as set out in this Section 5.25. For the avoidance of doubt, Sellers shall not be required to implement any actions in connection with Separation 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 Migration within sixty (60) days following of the Principal date hereof that it would not have implemented if this Agreement had not been executed.
(d) Each of Buyer and each Seller shall bear its own costs in providing its personnel and other resources to the Transition Committee. Except as otherwise provided in the Interim Services Agreement or the Transition Services Agreement, Sellers shall bear their and their respective Affiliates’, and shall reimburse Buyer and its Affiliates for, costs and expenses incurred in connection with the Separation, and Buyer shall bear its and its Affiliates’, and shall reimburse Sellers and their Affiliates for, costs and expenses incurred in connection with the Migration. Notwithstanding the foregoing or anything in this Agreement to the contrary, any out-of-pocket third-party costs incurred by Sellers prior to the Closing Datein connection with the Separation and approved in advance by the Transition Committee shall be borne by Buyer.
Appears in 1 contract
Separation and Migration. (a) As soon promptly as reasonably practicable following the date hereofhereof (but no later than five (5) days), the Seller 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 Buyer shall each appoint an equal (mutually agreed) number of such representatives as each of them deems appropriate to a committee (a the “Joint Steering Transition Committee”), all ) tasked with: (i) developing a Separation and Migration Plan (the “Plan”) for both the separation of whom shall have suitable seniority the data of the Company Business from that of the Seller Parties and their respective Affiliates (other than the Companies) (the “Separation”) and the requisite skillsmigration (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, knowledge(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, experience and authority to discuss, coordinate and make arrangements addressing issues related to service levels provided and any disputes that may arise, in connection with the matters described in this Section 5.21Interim 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, and will including the HSR Act.
(b) Each member of the Transition Committee shall be subject to confidentiality and other restrictions necessary or appropriate to ensure compliance with any applicable LawsApplicable Law, in each case, as well as a mutually reasonably agreed senior executive of each Party to whom matters that cannot be resolved by the Joint Steering Parties. The Transition 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 meet regularly during the term of this Agreement and during the term of the Transition Services Agreement.
(Ac) The Plan shall be developed and administered with the separation goal of minimizing both the costs of 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 AgreementMigration, and (iii) discuss the disruption to Sellers’ and their respective Affiliates’ business and the Company Business. Buyer and the Seller Parties shall allocate sufficient personnel and other resources, reasonably cooperate, and negotiate in good faith to permit the Transition Committee to carry out its responsibilities as set out in this Section 5.24.
(d) From the date hereof and continuing until the Closing, the Seller Parties shall promptly (taking into account the anticipated Closing Date) take, or cause to be taken, all material technical actions and operational matters to do, or cause to be done, all things reasonably brought necessary, proper or advisable under the circumstances to perform (i) the services listed on Annex C (including those functions and activities that are not specified on Annex C but are reasonably necessary for the performance of such services) and (ii) any other services requested by Buyer and agreed to by the Transition Committee (the services in clauses (i) and (ii), collectively, the “Interim Services”). The Seller Parties shall perform the Interim Services (and, except as contemplated by the Transition Services Agreement, transfer to Buyer the ability to independently provide such services) in good faith, in a diligent and workmanlike manner, in compliance with Applicable Laws, and with no less than the same degree of care, skill, performance and diligence as similar services are provided to the attention Seller Parties’ own businesses or to the XXXX Buyer, provided that the Parties acknowledge and agree that the Seller Parties are not in the business of providing such services to third parties. The Seller Parties and Buyer acknowledge and agree that it is their intent that the Interim Services be performed in a manner that maintains the continuity of the Joint Steering Committee by representatives Company Business and is intended to effect an orderly transition of the PartiesCompany Business to Buyer. The Seller Parties shall use their commercially reasonable best efforts to cooperate obtain all consents, authorizations, waivers and approvals from any third party that are necessary for the Seller Parties to provide to perform the Joint Steering Committee drafts of a proposed migration plan within sixty (60) days following the Principal Closing DateInterim Services.
Appears in 1 contract
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 5.215.23, 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.
(c) . As soon as practicable following the appointment of the Joint Steering Committee through the Principal Closing, the Joint Steering Committee it shall meet and confer at such times as it the Joint Steering Committee shall so decide, to discuss, and shall act in good faith and use reasonable best efforts to (ia) mutually agree upon final schedules to finalize the Transition Services Agreement which and the ICT Access Agreement and the schedules shall be and exhibits thereto, in a manner consistent with the Transition Services Agreement Term Sheetgeneral 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, (iib) 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 (Ai) the separation and migration of material IT Systems and relevant data and (Bii) 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 (iiic) 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 hereto within sixty (60) days following the Principal Closing Date. Such migration plan shall take into account the general terms and principles set forth in Exhibit D.
(b) In furtherance and not in limitation of the foregoing, the Parties shall use reasonable best efforts to mutually agree on (i) the substantially final form of the body of each of the Transition Services Agreement and the ICT Access Agreement within twenty five (25) days after the date hereof, such that such draft may be submitted, as and to the extent the Parties deem appropriate, to the relevant Governmental Authorities from whom the DOJ Consent, the EC Consent or the Other Consents are to be obtained and (ii) the final form of each of the Transition Services Agreement and the ICT Access Agreement (including, in each case, all schedules and exhibits thereto) within forty five (45) days after the date hereof (which such date may be extended, at the election of either Party, for not more than two (2) periods of seven (7) days each (i.e., total extension of not more than fourteen (14) days) such that such draft may be submitted, as and to the extent the Parties deem appropriate, to the relevant Governmental Authorities from whom the DOJ Consent, the EC Consent or the Other Consents are to be obtained. If the Parties have not mutually agreed on the applicable form of the Transition Services Agreement and the ICT Access Agreement (including, in each case, all material schedules and exhibits thereto) by the relevant deadlines set forth above, (i) the Parties shall use reasonable best efforts to finalize (and submit to such relevant Governmental Authorities) the Transition Services Agreement and the ICT Access Agreement as promptly as possible thereafter and (ii) in furtherance of the foregoing, the Parties shall refer all open issues to the Joint Steering Committee to resolve within five (5) Business Days, and if any such open issues have not been resolved within such five (5) Business Day period, then any of the Parties may refer the remaining open issues to the chief executive officer of Emerald, the president of Emerald, the president and chief executive officer of Buyer and the chief executive officer-brokerage services of Buyer to resolve such issues. The Parties acknowledge and agree that completion of the Transition Services Agreement (including all schedules and exhibits thereto) is a priority for the Parties, time is of the essence, and the Parties intend to dedicate the necessary time and resources to achieve the deadlines set forth in this Section 5.23(b). The Parties agree to meet within five (5) Business Days after signing of this Agreement to develop a detailed work-plan, including key milestones, and will meet at least weekly to provide updates on status and progress.
Appears in 1 contract
Samples: Security and Asset Purchase Agreement (Willis Towers Watson PLC)
