IT Systems Separation Sample Clauses
IT Systems Separation. AS SOON AS PRACTICABLE AFTER THE DATE HEREOF, BUT NO LATER THAN THE CLOSING DATE, SELLER AND BUYER SHALL DEVELOP A WRITTEN PLAN WHEREBY SELLER RETAINS ALL HARDWARE AND INFRASTRUCTURE FOR ITS IT SYSTEMS AND WHICH SETS FORTH STEPS REASONABLY REQUIRED TO MAKE AN ORDERLY, LOGICAL AND PHYSICAL SEPARATION OF SELLER’S IT SYSTEMS FROM THE COMPANY’S IT SYSTEMS (THE “IT SYSTEM SEPARATION PLAN”). FOR CLARITY, THE IT SYSTEMS SEPARATION PLAN SHALL SEPARATE THE COMPANY’S IT SYSTEMS FROM SELLER’S IT SYSTEMS, IN SUCH A MANNER THAT THE COMPANY’S IT SYSTEMS ARE NOT ACCESSIBLE TO SELLER AND ITS AFFILIATES (OTHER THAN THE COMPANY) AND THE SELLER’S IT SYSTEMS ARE NOT ACCESSIBLE TO THE COMPANY, EXCEPT AS AND TO THE EXTENT SUCH ACCESS IS NECESSARY FOR THE PROVISION OR RECEIPT OF SERVICES TO THE TRANSACTION AGREEMENTS OR AS OTHERWISE SET FORTH THEREIN. UNLESS OTHERWISE AGREED BY THE PARTIES, THE IT SYSTEMS SEPARATION PLAN SHALL BE CARRIED OUT AND AGREED UPON BY THE PARTIES, AT SELLER’S REASONABLE EXPENSE WITH RESPECT TO THE SEPARATION OF THE SYSTEMS AND AT BUYER’S REASONABLE EXPENSE WITH RESPECT TO THE IT SYSTEM INFRASTRUCTURE AND HARDWARE FOR COMPANY’S IT SYSTEM. THE MIGRATION OF IT SYSTEMS RELATED TO THE BUSINESS SHALL BE IN ACCORDANCE WITH THE MIGRATION PLAN AS SET FORTH IN THE TRANSITION SERVICES AGREEMENT, AND UNLESS OTHERWISE SET FORTH THEREIN, SUCH MIGRATION SERVICES SHALL BE AT SELLER’S COST FOR ANY TRIVIAL TIME OR EXPENSE RELATED THERETO.
IT Systems Separation. 14.1 The Founder Parties shall procure that, as soon as practicable and in any event prior to the Second Carve-out Completion Date, the Target Group shall implement such measures to separate or prepare the separation of IT Systems as between the Brand Operations and the Other Operations, with appropriate user access controls and data separation such that the Brand Operations Entities shall have continued access to all such IT Systems as they may require to operate the Brand Operations after the Second Carve-out Completion Date (the "IT Systems Separation"), as are set out in Schedule 11 (IT Systems Separation).
14.2 Following the Scheme Effective Date, the Founder Parties shall procure that the Other Operations shall facilitate the migration of the IT Systems of the Brand Operations to the Brand Operations Entities and provide reasonable support and assistance such that the Brand Operations Entities shall independently operate the IT Systems of the Brand Operations, as further set out in Schedule 11 (IT Systems Separation).
IT Systems Separation. Buyer acknowledges that the Business and the Excluded Business currently share a single information technology system. Seller shall use its commercially reasonable efforts to take, and cause its Affiliates to take, all actions reasonable necessary to install a standalone information technology system for the Excluded Business as soon as possible but in no event later than ninety (90) days after the Closing Date. Buyer and Seller shall use their commercially reasonable efforts to take, and cause their respective Affiliates to take, all actions reasonably necessary to separate the information technology system of the Excluded Business from that of the Business, including taking all of the actions set forth on Schedule 5.19 attached hereto, as soon as possible but in no event later than ninety (90) days after the Closing Date. Buyer shall not disclose, and shall keep strictly confidential, all information that would constitute Confidential Information about the Excluded Business at all times and forever hereafter, and shall not use any of such information for any reason or purpose whatsoever.