Separation Work definition

Separation Work means that work required to install Disconnect Devices and Identification Labels complying with the Company’s requirements on all of the Equipment purchased by the Customer under the Purchase and Sale Agreement, and includes removal of all existing Company labeling from such Equipment.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Separation Work means that work required to install electric disconnection equipment and identification labels complying with Seller’s standards associated with the Street Lights and also includes removal of Seller’s existing labeling from such facilities.

Separation Work means the separation of the personnel and HR systems, applications and computer hardware, data, financial systems, infrastructure, processes and other matters necessary to operate the Business on a standalone basis immediately following the Closing, assuming the provision of the services set forth in the Transition Services Agreement (other than any services therein with respect to the continuation of the Separation Work following the Closing), including the scope of work as set forth in Section 5.23 of the Seller Disclosure Schedules. Notwithstanding anything to the contrary set forth herein, during the period beginning on the date hereof and ending at the Closing, Seller shall not, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld), enter into any agreement for the provision of any services that are contemplated to be provided to the Business under the Transition Services Agreement following the Closing if the service will provided exclusively to the Business (i.e. not provided to Seller or its Affiliates’ other businesses) or is substantially provided only to the Business (i.e., provided substantially to the Business and provided only in an insubstantial manner to Seller’s or its Affiliates’ other businesses). Seller shall use commercially reasonable efforts to achieve substantial completion of the Separation Work prior to the Closing; provided, that the Closing Date shall not be delayed in the event that the substantial completion of Separation Work is not completed prior to the Closing. During the sixty (60) days following the date hereof, Purchaser and Seller shall cooperate in good faith to mutually agree on a checklist identifying the key milestones and deliverables defining substantial completion of the Separation Work and shall update the applicable schedule in the Transition Services Agreement defining post-Closing Separation Work and the Information Technology transition services to reflect such mutually agreed milestones and deliverables. Purchaser and Seller acknowledge and agree that, notwithstanding the scope of work set forth in Section 5.23 of the Seller Disclosure Schedules, additional work may be required following the Closing in order to achieve separation of the Business, which, to the extent mutually agreed, will be reflected on the checklist and updated schedules to the Transition Services Agreement.

Examples of Separation Work in a sentence

• If Customer purchases such additional Equipment in accordance with the Purchase and Sale Agreement, the Company shall grant Customer a Preliminary License for such Equipment, provided Customer agrees within thirty (30) days of notice to or by the Company of the discovery of such Equipment to perform any Separation Work required for such Equipment within the twenty-four (24) month period for such work established in the Purchase and Sale Agreement.

• Provided, however, that for any Equipment as to which the Separation Work is not completed within such twenty-four (24) month period and for which the Company is therefore required to perform the Separation Work on the Customer’s behalf under the terms of the Purchase and Sale Agreement, the Preliminary License shall be extended until the Company completes such Separation Work, at which time such Attachment and all Equipment therein shall be deemed to be an Authorized Attachment.

• This Preliminary License shall terminate with respect to each individual Attachment upon completion of the Separation Work for that Attachment, at which point such Attachment and all Equipment therein shall be deemed to be an Authorized Attachment.

• If Customer does not agree to perform the Separation Work for such Equipment within such thirty (30) day period, such Equipment shall be de-energized and may be removed by the Company at no charge to the Customer.

More Definitions of Separation Work

Separation Work means that work required to install Disconnect Devices and Identification Labels complying with the Company’s requirements on all of the Equipment purchased by the Customer under the Purchase and Sale Agreement, as well as an Supplemental Attachments, and includes removal of all existing Company labeling from such Equipment.