IT Separation definition

IT Separation means the implementation of the CMD Milestone, the Future System Milestone and of the IT Separation Steps Plan;

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IT Separation means the separation of all of the information technology and communications systems of the Business from the systems of the Seller and its Affiliates and the migration of all data of the Business into new standalone operating environments, with the resulting effect that the new standalone systems of the Business shall have been fully tested and shall be operating and functioning consistently to the same or reasonably similar standards in their own operating environments as they were immediately prior to the separation (comprising, for the avoidance of doubt, the Stage One IT Separation and the Stage Two IT Separation).

IT Separation has the meaning given to it in Clause 15.8.

Examples of IT Separation in a sentence

• Services: Beginning on the Closing Date, Parent Group shall provide the following Services in accordance with the IT Separation Standards.

• Seller shall use commercially reasonable efforts, and shall cause its Subsidiaries to use commercially reasonable efforts, to at Seller’s sole cost and expense (subject to the increase to Closing Cash Proceeds for IT Separation Costs), undertake the information technology separation plan set forth on Schedule 1.01(e).

• For such one-time expenses and other payments, including any IT Separation Costs borne by Service Provider but for which Service Recipient shall be responsible as set forth on Appendix 4, the Service Provider shall invoice the Service Recipient at the time of occurrence.

• The Service Charges do not reflect the IT Separation Costs or any other one-time expenses or other payments (including contract or license transfer fees and termination fees) that will incur as a result of the exit of any Services by the Service Recipient.

• Within forty-five (45) days after the end of each fiscal month of the Seller, the Seller will invoice the Purchaser for all IT Separation Costs incurred by the Seller and its Affiliates during such fiscal month that are required to be reimbursed under this Section 11.6. The first such invoice shall include a reasonable description of, and specify the amounts for, the Seller Retained IT Separation Costs.

• The Sellers shall be responsible for all costs and expenses required to implement the IT Separation through the date on which the IT Separation is completed to the satisfaction of the Purchasers (acting reasonably).

• The Sellers, after giving reasonable notice to and consulting in good faith with the Purchasers, may commence the Stage Two IT Separation prior to the Stage Two IT Separation Plan being mutually agreed.

• The Purchaser will pay in full all undisputed amounts due pursuant to this Section 11.6(b) within thirty (30) days after receipt of each invoice hereunder; provided, however, that the Purchaser shall be entitled to offset and deduct one-half (1/2) of all IT Separation Costs, if any, that have been paid directly by the Purchaser or one of its Affiliates.

• The IT Separation Plan shall include the functions listed in Exhibit G.

• Upon material completion of such remediation steps, as determined by the Consultant, the Consultant shall notify the Buyer, the Seller and the IT Auditor, and the Buyer and Seller shall again cause the IT Auditor to audit the IT Separation and provide an Affirmation or Deficiencies Statement in accordance with this Section 6.10(b).

More Definitions of IT Separation

IT Separation has the meaning set out in Paragraph 6.6 of Schedule 10 (Disentanglement Plan);

IT Separation means the separation of the IT Assets of the Business from the remainder of the business of Parent and its Affiliates.