Common use of Separation and Migration Clause in Contracts

Separation and Migration. In the event and to the extent the Separation/Migration Plan has not been developed or finalized by the Parties prior to the date of this Agreement, the Parties shall develop or finalize the Separation/Migration Plan as soon as practicable following the date of this Agreement. In order to facilitate the Systems Separation and Data Migration, and the implementation of the Separation/Migration Plan, each Party shall, and shall cause its Affiliates to, upon advance notice and at no cost to the other Party (a) provide the other Party and its authorized representatives reasonable access, during regular business hours, to such personnel of such Party and its Affiliates as reasonably requested by the other Party to advise on the process and method for efficient and timely implementation of the Systems Separation and Data Migration, (b) provide copies of (or otherwise cooperate to convey the information contained in) such books, records, reports, files and other information as reasonably requested by the other Party solely to the extent reasonably necessary or helpful to design a plan and/or prepare for Systems Separation and Data Migration, and (c) reasonably cooperate with the other Party to design and develop and finalize the Separation/Migration Plan as necessary. In accordance with the plan, timetables and objectives set forth in the Separation/Migration Plan, each Party shall and shall cause its respective Affiliates to use reasonable commercial efforts to implement and cause the Systems Separation and Data Migration.