Separation Cooperation Clause Samples
Separation Cooperation. Promptly after the execution of this Agreement, each Party shall (a) designate a representative who will have primary responsibility for the planning of the separation of the Business from the Retained Businesses (each such designated representative, a “Separation Team Lead”), and (b) cause the Separation Team Leads to meet (together with such other individuals as deemed necessary by the Separation Team Leads) to discuss Exhibit A-1 and the Transition Services Agreement Term Sheet. Promptly after the date of this Agreement, Seller and Buyer through their Separation Team Leads shall cooperate in good faith to finalize both Exhibit A-1 and Transition Services Agreement, whereupon the Parties shall amend this Agreement to incorporate these documents. Either Party may replace its Separation Team Lead by providing written notice to the other Party designating its new Separation Team Lead (but in any event, each Party must at all times prior to Closing have a designated Separation Team Lead). In the event of any dispute or disagreement between Seller and Buyer as to Exhibit A-1 or the implementation thereof, the dispute, on written request of either Party, shall be referred to representatives of the Parties for decision, each Party being represented by a senior executive officer (the “Senior Representatives”). The Senior Representatives shall promptly meet in a good faith effort to resolve the dispute. If the Senior Representatives do not agree upon a decision within thirty (30) calendar days after reference of the matter to them Seller may implement those portions of Exhibit A-1 not in dispute and with respect to those portion in dispute and each Party shall be free to exercise remedies available to it under this Agreement. Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operations of Seller or the Business prior to the consummation of the Closing. Prior to the Closing, Seller shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral control and supervision over its business operations, including the Business.
Separation Cooperation. 24.1 On and from the date of this Agreement until the end of the TSA Period, to the extent permitted by applicable laws or regulation, the Seller shall, if requested by the Purchaser, provide the Purchaser (and its Representatives) with access to all information (including the Seller’s Group’s Books and Records) and personnel of the Seller’s Group that is reasonably required by the Purchaser for the purposes of considering and implementing the Separation and for future business planning, including making any decisions contemplated under this Agreement (including via its participation on the Separation Committee).
24.2 The parties agree that, if requested by the Purchaser, to the extent permitted by applicable laws or regulations:
(a) the Purchaser may discuss the drafts of any of the Transaction Documents that are to be entered into after the date of this Agreement with the management team (including any proposed management team members) of the DivestCo Group (“Management Team”); and
Separation Cooperation. 24.1 On and from the Original Agreement Date until the end of the TSA Period, to the extent permitted by applicable laws or regulation, the Seller shall, if requested by the Purchaser, provide the Purchaser (and its Representatives) with access to all information (including the Seller’s Group’s Books and Records) and personnel of the Seller’s Group that is reasonably required by the Purchaser for the purposes of considering and implementing the Separation and for future business planning, including making any decisions contemplated under this Agreement (including via its participation on the Separation Committee).
24.2 The parties agree that, if requested by the Purchaser, to the extent permitted by applicable laws or regulations:
(a) the Purchaser may discuss the drafts of any of the Transaction Documents that are to be entered into after the Original Agreement Date with the management team (including any proposed management team members) of the DivestCo Group (“Management Team”); and
(b) if requested by the Purchaser, the Management Team shall be permitted to review and comment on any of the Transaction Documents that are to be entered into after the Original Agreement Date and the Separation Committee shall take into account any such comments (acting in good faith and reasonably) prior to finalising such documentation.