IT Matters. The section titled “Other IT Matters” on page three of Exhibit C, Post-Closing Tranisiton Agreement, shall be deleted in its entirety.
IT Matters. The Seller shall deliver a copy of a test plan satisfactory to the Buyer of the cloned (mirrored) information technology environment that the Buyer will use to operate its business after the Closing. At least 15 days prior to the Closing, the Seller will provide evidence that such test plan has been fully executed and all processes are operating properly, in all material respects, on a sustainable basis so that the Buyer can operate the Transferred Business substantially consistent with past practice, assuming that, except for matters covered in the Transition Services Agreement, the Buyer has obtained valid licenses (whether through an approved assignment or otherwise) for any third party software that is included within the definition of Multi-Business Intellectual Property and is necessary for the conduct of the Transferred Business following the Closing Date.
IT Matters. (a) Prior to Closing, Seller shall, and shall cause its Affiliates to, at Seller’s sole expense, use commercially reasonable efforts to separate logically the Enterprise Resource Planning (“ERP”) and Customer Relationship Management (“CRM,” and together with ERP, the “IT Systems”) of the Seller and its Affiliates (other than the Company and the Company Subsidiaries) from the IT Systems of the Company and the Company Subsidiaries, in such a manner that allows the Business to transition to a stand-alone IT System (the “IT Systems Separation”). Seller shall provide Purchaser with regular updates (not less frequently than weekly) on the status of the above separation, and Purchaser shall be allowed to test and validate that the separation has been completed to Purchaser’s reasonable satisfaction; provided that such testing and validation shall not unreasonably interfere with the businesses of Seller and its Subsidiaries or with Seller’s efforts to comply with the first sentence of this Section 7.06(a). To the extent that the IT Systems Separation is not completed by the Closing, Seller shall continue to effect the IT Systems Separation after the Closing pursuant to the terms of the Transition Services Agreement; provided that any expenses derived from the IT Systems Separation shall be treated as “set up charges” under the Transition Services Agreement and shall be the responsibility of the Providing Party (as defined in the Transition Services Agreement).
IT Matters. Subject to the further provisions of Section 5.10 and the provisions of the Transition Services Agreement, between the date hereof and the Closing, the Seller and Purchaser will use commercially reasonable efforts and cooperate with one another to provide for the orderly separation and transition as of the Closing Date of the information technology systems (including their support and maintenance) of the Target Group Companies from the systems of the Seller Group Companies such that the Target Group Companies are independent of the systems of the Seller Group Companies, and, in the event that such separation and transition have not been completed by the Closing, the Parties will use commercially reasonable efforts to complete such separation and transition as soon as reasonably practicable after the Closing Date and in any event upon expiration of the applicable provisions of the Transition Services Agreement. In this regard, the Parties agree that (i) Seller shall endeavor to provide historical accounting and human resources information concerning the Target Group Companies that it maintains in computerized form, and (ii) notwithstanding any other provision hereof, including Section 5.10, Seller need not provide historical or archival backups of e-mail communications.
IT Matters. (a) The Service Provider represents and warrants that (i) it has taken commercially reasonable security measures to protect the integrity of its computer systems, including measures designed to protect against unauthorized disclosure, to protect the secrecy, confidentiality, and value of its trade secrets and other technical information, including by implementing commercially reasonable procedures designed to prevent unauthorized access and the introduction of any virus, worm, Trojan horse or similar disabling code or program, and (ii) Service Provider’s computer systems (A) are sufficient for the immediate and currently anticipated future needs of the Company, including as to capacity, scalability and ability to process current and anticipated peak volumes in a timely manner, and (B) are in sufficiently good working condition to effectively perform all information technology operations and include a sufficient number of licenses as necessary for the operation of the Business and the provision of the Services.
