Separation Principles Clause Samples

Separation Principles. General 8.7.1. The Parties agree that both Parties need to cooperate and dedicate resources and efforts in order to operationally separate the Company from the Seller group (the “Separation”). For this purpose the Parties have agreed on the tentative separation step plan attached as Schedule 8.7.1 (the “Separation Step Plan”), which sets out: (i) the actions and measures to be undertaken in order to carry out the Separation between Signing and Closing and before the expiry of the transition period, respectively; and (ii) the party responsible for each such action and measure (each such item set out in such plan, a “Separation Activity”). Where the Separation Step Plan provides that the Company is responsible for or shall carry out a Separation Activity that is to be commenced or completed before Closing, this means that the Seller until Closing shall procure that the Company carries out such activity (whereas following Closing it is the Buyer’s responsibility to procure that the Company carries out such activity). 8.7.2. The Parties will cooperate in good faith to evaluate and further detail the Separation Step Plan after the Signing Date. The Parties acknowledge that there may be actions or measures not included in the Separation Step Plan as of the Signing Date that are nevertheless required to complete the Separation. Upon identification of any such action or measure, the Parties shall, acting in good faith agree on necessary amendments of the Separation Step Plan. Notwithstanding the foregoing, each of the Seller and the Buyer (as applicable) shall, in respect of any action or measure assigned to it in the Separation Step Plan, be entitled to, acting in good faith and at its discretion, deviate from the Separation Step Plan when carrying out such action or measure, to achieve the Separation, provided that this does not adversely affect the Company (other than immaterially). 8.7.3. In order to accomplish the Separation each Party shall use reasonable efforts and take each action and measure assigned to it in the Separation Step Plan and shall in a timely manner: (a) provide the other Party with sufficient information and documentation to perform its obligations under the Separation Step Plan; and (b) make available, as reasonably requested by the other Party, sufficient resources and timely decisions, approvals and acceptances in order for such other Party to accomplish its obligations therein.