Common use of Separation of Agreements Clause in Contracts

Separation of Agreements. If and to the extent parts of Assumed Agreement do not pertain to the Carve-Out Business (the "Transferor Parts") the relevant Parties shall jointly use, and shall cause the respective Transferor and Transferee to use, commercially reasonable efforts to separate such Transferor Parts into a new agreement which shall be between the relevant Transferor and the relevant third party to such agreement (the "New Agreement") and amend the relevant Assumed Agreement to exclude the Transferor Parts from it (together the "Separation"). If and to the extent that the Separation requires the consent of the relevant third party, the relevant Parties shall jointly use, and shall cause the respective Transferor and Transferee to use, commercially reasonable efforts to obtain such consent without undue delay. The relevant Parties shall keep each other informed about these efforts and about the status of the discussions with the respective third party. If the third party makes its consent dependent on the acceptance of certain conditions which are not materially disadvantageous, the relevant Parties shall or shall cause the respective Transferor and Transferee to accept and implement these conditions. If the consent of the respective third party cannot be obtained or can only be obtained under conditions which are materially disadvantageous, the relevant Parties shall inform each other without undue delay. In this case, the respective Transferee shall in respect of the external relationship, remain the party to the relevant Assumed Agreement, but shall, in respect of the internal relationship with the Transferor, be treated as if the third party has consented to the Separation and shall pass on any charges under the Assumed Agreement pertaining to the Transferor Parts to the Transferor. Section 5.9 Transfer, Termination and Rehiring of Carve-Out Employees; Reasonable Efforts.

Separation of Agreements. If and to the extent parts of Assumed Agreement do not pertain to the Carve-Out Business (the "Transferor Parts") the relevant Parties shall jointly use, and shall cause the respective Transferor and Transferee to use, commercially reasonable efforts to separate such Transferor Parts into a new agreement which shall be between the relevant Transferor and the relevant third party to such agreement (the "New Agreement") and amend the relevant Assumed Agreement to exclude the Transferor Parts from it (together the "Separation"). If and to the extent that the Separation requires the consent of the relevant third party, the relevant Parties shall jointly use, and shall cause the respective Transferor and Transferee to use, commercially reasonable efforts to obtain such consent without undue delay. The relevant Parties shall keep each other informed about these efforts and about the status of the discussions with the respective third party. If the third party makes its consent dependent on the acceptance of certain conditions which are not materially disadvantageous, the relevant Parties shall or shall cause the respective Transferor and Transferee to accept and implement these conditions. If the consent of the respective third party cannot be obtained or can only be obtained under conditions which are materially disadvantageous, the relevant Parties shall inform each other without undue delay. In this case, the respective Transferee shall in respect of the external relationship, remain the party to the relevant Assumed Agreement, but shall, in respect of the internal relationship with the Transferor, be treated as if the third party has consented to the Separation and shall pass on any charges under the Assumed Agreement pertaining to the Transferor Parts to the Transferor. Section 5.9 Transfer, Termination and Rehiring of Carve-Out Employees; Reasonable Efforts.