Separation Activities definition

Separation Activities means actions that are reasonably necessary to take in order to effect (i) the Separation, the transfer of the Transferred Assets or the Excluded Assets, as applicable, (ii) the assumption of the Assumed Liabilities or the Excluded Liabilities, as applicable, (iii) the treatment of the intercompany obligations and Contracts as contemplated by Section 8.11, (iv) the separation of the shared vendor Contracts and (v) other aspects of the separation of the Business and the Acquired Companies from the Retained Business and the Seller Group members that are de minimis in nature; provided, however, that with respect to any such action that is not included in the Separation Plan and would adversely affect the Business in more than a de minimis respect, such action shall not constitute a “Separation Activity” unless Seller shall have consulted in good faith with Buyer with respect thereto and Buyer shall have provided its prior written consent to such action.

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Separation Activities means the separation of the Excluded Assets and Excluded Liabilities from the Business, including the implementation of the Company Restructuring, and the activities described in Section 5.08(d), Section 5.27 and Section 5.28.

Separation Activities means actions taken that in the good faith judgment of Remainco are necessary or reasonably advisable to take or cause to be taken in order to effect the Separation, the Transfer of the Spinco Assets or the Remainco Retained Assets, as applicable, the Assumption of the Spinco Liabilities or the Remainco Retained Liabilities, as applicable, the treatment of intercompany obligations and Contracts as contemplated in Section 1.3, the separation of the shared Contracts and any other aspects of the Separation. “Separation Documents” means the Contracts, instruments and other documents entered into to effect the Separation or the Separation Activities. “Separation Plan” means the Separation Plan set forth on Exhibit K, as amended, supplemented or modified from time to time. Notwithstanding anything to the contrary contained in any of the Transaction Documents, following the date hereof but prior to the Closing, Remainco shall be permitted to amend the Separation Plan (and the applicable terms of this Agreement and the Separation Documents) with the prior written consent of Merger Partner, which shall not be unreasonably withheld, conditioned or delayed; provided that such consent shall not be required for any amendment to the Separation Plan that would not adversely affect the Merger Partner Group, taken as a whole, in any material manner. Remainco shall be permitted to update any

Examples of Separation Activities in a sentence

• Parent shall be responsible for the costs, Taxes and expenses of completing the Separation Activities and shall promptly reimburse Purchaser and its Subsidiaries (including the Transferred Entities) for any costs, Taxes or expenses incurred by Purchaser or its Subsidiaries (including the Transferred Entities) in connection therewith.

• Except as provided in Section 5.7(a)(y)(3), Sellers agree that Buyer shall not have any Liability or responsibility whatsoever to Sellers for any Taxes imposed on the Separation Activities.

• Tacoma yes   Infrastructure Fiber Separation Activities Modifications to fiber plant terminations to enable Rainier Connect technical staff access to non-critical network fiber optic paths while physically isolating nearby Tacoma Power-allocated fiber optic paths.

• Buyer shall, and shall cause its Affiliates to, reasonably cooperate with Seller with respect to the Separation, the Separation Activities and the Separation Plan (including any actions to be taken to prepare for the transition services contemplated by the Transition Services Agreement).

• In the event that Seller proposes a change to the scope of work with respect to the Separation Activities to which Purchaser does not agree, and Seller believes in good faith that such change is necessary for successful and safe completion of the remaining items in the scope of work with respect to the Separation Activities (a “Separation Dispute”), Seller shall provide written notice to Purchaser setting forth in reasonable detail the basis of the Separation Dispute.

• As part of the Separation Activities, Seller and Buyer shall cause the installation of a new meter downstream of the residue gas filter and upstream of the CenterPoint Energy Interconnection Facilities (as referenced on Schedule 6.7(c)) on Buyer’s 12” natural gas residue pipeline conveyed to Buyer as part of the Purchased Assets.

• Purchaser shall bear all costs and expenses incurred by it in connection with such cooperation, and shall reimburse Sellers and Sellers’ Affiliates for all costs and expenses incurred by them in connection with Separation Activities.

• While Buyer and/or its representatives will lead, supervise and coordinate all Separation Activities, the Parties agree to cooperate, work with and communicate with each other to accomplish the Separation Activities as promptly as commercially reasonable and to have all separation activities noted on Schedule 6.7 completed within ninety (90) days following the Closing Date, at Seller’s sole cost and expense.

• Without the prior written consent of Buyer (which consent shall not be unreasonably conditioned, delayed or withheld), Seller shall not take any valuation positions in the Operational Separation Activities that are inconsistent with the Allocation Methodology as described in and as permitted by Section 3.3 and Schedule 3.3 of the Disclosure Letter.

• Seller will provide Buyer with copies of material definitive documentation for the Separation Activities from time to time as a material portion of such Separation Activities are completed.

More Definitions of Separation Activities

Separation Activities shall have the meaning set forth in Section 5.6.

Separation Activities has the meaning set forth in Section 4.23(a).

Separation Activities means the separation of the Excluded Assets and Excluded Liabilities from the Business, including the implementation of the Company Restructuring, and the activities described in S ection 5.08(d), S ection 5.27 and S ection 5.28.

Separation Activities means the activities that are necessary to separate the Target Group from the BHP Group Systems and BHP management systems prior to integration of the Target Group into the Woodside Group, and includes the Systems Separation Activities but excludes the Systems Services.

Separation Activities has the meaning set forth in the Separation Agreement.

Separation Activities has the meaning given to that term in Clause 2.1.1 (Implementation of Separation Activities);