IT Transition Services. For a period of up to six months following the Closing Date, the Seller shall provide (or cause to be provided) to the Purchaser, the Company and each Subsidiary the information technology services set forth in Schedule 6.17 at a charge of $5,000 per month (pro-rated for any partial month), and the Purchaser shall reimburse the Seller for any out-of-pocket third party expenses (but not any internal expenses) reasonably incurred in connection with the provision of such services to the extent such expenses are pre-approved in writing by the Purchaser. THE SELLER EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE NATURE OR STANDARD OF THE SERVICES OR ASSISTANCE WHICH IT OR ITS AFFILIATES MAY PROVIDE UNDER THIS SECTION 6.17, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding anything to the contrary contained herein, the Seller shall not have any liability to the Purchaser under this Section 6.17, except to the extent that the Purchaser incurs Damages resulting from or arising out of the fraud, gross negligence or willful misconduct of the Seller or any of its Affiliates in connection with the matters contemplated by this Section 6.17.
IT Transition Services. As part of the Services described in SCHEDULE A-4 (the “IT Transition Services”), until such time that Entropic completes a permanent cut-over to its own connectivity solutions and IT infrastructure, Trident shall (i) take all necessary steps to maintain network connectivity globally for each of the sites described in SCHEDULE A-4; and (ii) maintain in effect all contracts with third-party vendors for products, access, and services used to operate and maintain the IT infrastructure for such sites, including without limitation any third-party software licenses.
IT Transition Services. Daisytek has the primary responsibility to manage, coordinate, supervise and effectuate the transition of the IT Services to Daisytek. PFS shall facilitate and assist Daisytek to transition the IT Services to Daisytek on or before a date (the "Cutover Date") to be designated by Daisytek through written notice to PFS at least thirty (30) days prior to such date. Except as otherwise included within the IT Transition Services, PFS shall not provide the IT Services after the Cutover Date. PFS will use its best efforts to perform the IT Services and IT Transition Services without causing a material disruption to Daisytek's business or operations. Until the completion of the transition of each applicable IT Service, each PFS individual responsible for the services provided by PFS to transition that function will review with Daisytek the status of the IT Service for which that individual is responsible as often as may be reasonably requested by Daisytek. In connection with the transition of the IT Services, PFS shall provide, in writing, on or before thirty (30) days from the Effective Date to the extent available, applicable requirements, standards, policies, operating procedures and other documentation relating to the affected execution environment of the IT Services. Daisytek acknowledges and agrees that PFS makes no representations or warranties with respect to the accuracy, completeness, or usefulness of any such information. Following the expiration of this Agreement, PFS shall reasonably cooperate with Daisytek by answering all reasonable and pertinent verbal or written questions from Daisytek regarding the IT Services on an "as needed" basis as agreed upon by Daisytek and PFS and deliver to Daisytek any remaining Daisytek-owned reports and documentation still in PFS' possession. In connection with the transition of the IT Services, Daisytek and PFS covenant and agree to jointly identify any third-party software necessary for the performance of the IT Services (the "Third-Party Software"). Daisytek and PFS will cooperate with one another in obtaining the necessary access to or licensing of the Third-Party Software, as more particularly described in Section 1.12. PFS acknowledges and agrees that it shall have an absolute and unconditional obligation to provide Daisytek with the Designated Services in accordance with the terms of this Agreement and Daisytek acknowledges and agrees that it has an absolute and unconditional obligation to pay the Monthly Fees a...
IT Transition Services
