Separate IT Agreements Sample Clauses

Separate IT Agreements. To the extent that third party services or use of third party IT Systems benefit both the Business, on the one hand, and the Seller or its Affiliates non-Business operations, on the other hand (the “Shared Agreements”), the Seller shall provide all reasonably necessary and appropriate information about the Shared Agreements and the software products and services provided thereunder, and otherwise offer prompt assistance to the Purchaser both prior to and after the Closing Date, in order for the Purchaser to obtain new agreements with such third party vendors for the services and IT Systems which are the subject to the Shared Agreements having terms such that the Purchaser will enjoy and have use of the same software, products, services and IT Systems in substantially the same volume, manner and scope as the Business enjoyed or used under the Shared Agreements the “Separate IT Agreements”). The payment of all fees and costs under the Separate IT Agreements charged to or incurred by the Purchaser shall be allocated pursuant to the procedures set forth in Section 5.17; provided, however, that (i) the Purchaser shall be responsible for any costs or fees attributable to the future ongoing provision of goods, services or other benefits, such as maintenance and support services, under any of the Separate IT Agreements, (ii) in no event shall the Seller pay any costs or fees relating to the integration and/or implementation of any IT Systems which are the subject of the Separate IT Agreements or, with the exception of the migration or conversion of data from the Seller’s Oracle system to the Purchaser’s Oracle system, any costs or fees relating to the migration or conversion of data from the IT Systems which are the subject of the Shared Agreements to Purchaser’s systems, (iii) the Seller shall not pay any costs of the server licenses under the Separate IT Agreement with Oracle Corporation and (iv) the Seller shall not pay any costs for hardware in connection with the Purchaser’s Oracle system or any IT Systems which are the subject of the Separate IT Agreements. For the avoidance of doubt, the costs and fees described in subsections (i), (ii), (iii) and (iv) are excluded from IP/IT Costs (subject to the exception in (ii)).