Common use of Transition Services Clause in Contracts

Transition Services. (a) Until the date that is one hundred eighty (180) days after the Closing Date (the “Transition Period”), the Seller and its Affiliates, as applicable, shall provide the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard of care and service levels at which the same or similar services were historically provided to the Business. The Seller shall provide the Transition Services to the Purchaser on a cost basis (which shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition Period. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out of or resulting from any Transition Services provided under this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs and reasonable attorneys’ fees) in connection with the Seller’s performance of the Transition Services, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing shall not apply to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Party.

Transition Services. (a) Until Sellers shall provide or cause to be provided to the date that is one hundred eighty Companies or Purchaser for the thirty (180) days after 30)-day period immediately following the Closing Date transition services that are described on Section 6.18 of the Disclosure Letter which are requested in writing (providing reasonable detail) from Purchaser to Sellers not later than fifteen (15) Business Days before the Closing Date, except that Sellers shall have no obligation to provide any such services that were provided by any Continued Employee (the services referred to in this sentence being the “Transition PeriodServices”). Sellers shall, the Seller and its Affiliatesshall cause their Affiliates to, as applicable, shall provide the perform any Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources provided hereunder in a commercially reasonable manner using substantially the same quality, standard of care quality and service levels at which manner as the same or similar comparable services were historically provided by Sellers or their Affiliates to the Business. The Seller shall provide Companies during the Transition Services three (3)-month period preceding the Closing, all during normal business hours and without interfering with the responsibilities of any applicable employee to the Purchaser on a cost basis (which shall not include any allocation of overheard his or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoiceher employees; provided, however, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition Period. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding notwithstanding anything to the contrary contained herein, the Seller in this Agreement (A) none of Sellers or any of their Affiliates shall not have any liability whatsoever to the Purchaser or its Affiliates for any Damages caused by, arising out acts or omissions of Sellers or resulting from any their Affiliates in connection with this Section 6.18 and the Transition Services provided under this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Services; (B) Purchaser agrees to indemnify, defend shall indemnify and hold harmless each Seller Indemnified Party Sellers and their Affiliates from and against any and all Damages Losses relating to the Transition Services except to the extent such Losses were caused by the gross negligence or willful misconduct of Sellers or their Affiliates; (including court C) Sellers shall not be obligated to retain any employees to provide the Transition Services; and (D) the exclusive remedy of Purchaser and its Affiliates against Sellers or their Affiliates for breach of this Section 6.18 or otherwise relating to the Transition Services shall be limited to termination (effective upon ten (10) days prior written notice) of the affected Transition Service and, in the case of Sellers’ or their Affiliates’ gross negligence or willful misconduct, monetary damages (but in no event exceeding the amount paid to Sellers for such Transition Services under Section 6.18(b)). (b) Purchaser, upon not less than ten (10) days written notice to Sellers, at any time and from time to time may, as of the date set forth in such notice (which may not precede the end of such ten (10)-day period without Sellers’ approval), reduce or terminate its right to receive (and Sellers’ associated obligations to provide or cause the provision of) any or all of the applicable Transition Services. Purchaser shall reimburse Sellers for the reasonable hourly salary and benefit costs and reasonable attorneys’ fees) in connection with out-of-pocket expenses actually incurred by or on behalf of Sellers or their Affiliates attributable to the Seller’s performance provision of the Transition Services (such costs and expenses, the “Direct Costs”). No later than the fifteenth (15th) Business Day after the end of each calendar month during which Sellers or their Affiliates provided Transition Services, EVEN IF SUCH CLAIMSbeginning with the calendar month immediately following the Closing, DAMAGESSellers shall submit an invoice to Purchaser for the Direct Costs incurred during such calendar month. If the Closing occurs on a day other than the last day of a month, LIABILITIESthe invoice for the first month shall be only for those Transition Services provided from such date until the end of the month in which the Closing took place. Purchaser shall pay or cause to be paid each such invoice it receives within fifteen (15) days after its receipt. (c) Purchaser may request, OBLIGATIONSand Sellers shall continue to provide, LOSSESTransition Services for two additional thirty (30) day periods under the terms of this Section 6.18, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE such request to be made at least ten (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that 10) days before the foregoing shall not apply to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Partythen applicable Transition Services termination date.

Transition Services. (a) Until Sellers shall provide or cause to be provided to the date that is one hundred eighty Acquired Companies or Purchaser for the thirty (180) days after 30)-day period immediately following the Closing Date transition services that include assistance with the Milford Uprate, bidding and scheduling, fuel supply (including transitioning from the current shipper providing fuel to the Milford Facility to Milford or Purchaser’s designee) and information technology transition and are (i) reasonably requested in writing (providing reasonable detail) from Purchaser to Sellers and (ii) agreed upon by Purchaser and Sellers in writing as soon as reasonably practicable following the date of this Agreement with Purchaser and Sellers using commercially reasonable efforts to agree in writing (but in any event at least 10 Business Days prior to the Closing), except that Sellers shall have no obligation to provide any such services that were provided by any Continuing Employee (the services referred to in this sentence being the “Transition PeriodServices”). Each Seller shall, the Seller and shall cause its AffiliatesAffiliates to, as applicable, shall provide the perform any Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources provided hereunder in a commercially reasonable manner using substantially the same quality, standard of care quality and service levels at which manner as the same or similar comparable services were historically provided by such Seller or its Affiliates to the Business. The Seller shall provide Acquired Companies during the Transition Services to three (3)-month period preceding the Purchaser on a cost basis (which shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoiceClosing; provided, however, that notwithstanding anything to the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that contrary in this Agreement (A) neither the Seller nor any of their Affiliates shall have any liability to Purchaser or its Affiliates shall be obligated to hire for any acts or retain additional staff omissions of Sellers or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide their Affiliates in connection with this Section 6.21 and the Transition Services. For the avoidance of doubt, the ; (B) Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition Period. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out of or resulting from any Transition Services provided under this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend indemnify and hold harmless each Seller Indemnified Party Sellers and their Affiliates from and against any and all Damages Indemnifiable Losses relating to the Transition Services except to the extent such Indemnifiable Losses were caused by the gross negligence or willful misconduct of Sellers or their Affiliates; and (including court C) other than Indemnifiable Losses caused by the gross negligence or willful misconduct of Sellers or their Affiliates, the exclusive remedy of Purchaser and its Affiliates against Sellers or their Affiliates for breach of this Section 6.21 or otherwise relating to the Transition Services shall be limited to termination (effective upon fifteen (15) days prior written notice) of the affected Transition Service and, in the case of Sellers’ or their Affiliates’ gross negligence or willful misconduct, monetary damages (but in no event exceeding the amount paid to Sellers for such Transition Services under Section 6.21(b)). (b) Purchaser, upon not less than fifteen (15) days’ written notice to Sellers, at any time and from time to time may, as of the date set forth in such notice (which may not precede the end of such fifteen (15)-day period without Sellers’ approval), reduce or terminate its right to receive (and Sellers’ associated obligations to provide or cause the provision of) any or all of the applicable Transition Services. Purchaser shall reimburse Sellers for the costs and reasonable attorneys’ fees) in connection with expenses actually incurred by or on behalf of Sellers or their Affiliates attributable to the Seller’s performance provision of the Transition Services, EVEN IF SUCH CLAIMSincluding the costs of all compensation and benefits and employment Taxes on such compensation and benefits, DAMAGESany reasonable allocations of reasonable overhead expenses of Sellers or their Affiliates and any retention payments required to retain employees who provide Transition Services (such costs and expenses, LIABILITIESthe “Direct Costs”). No later than the fifteenth (15th) Business Day after the last day on which Sellers or their Affiliates provided Transition Services, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE Sellers shall submit an invoice to Purchaser for the Direct Costs incurred. Purchaser shall pay or cause to be paid such invoice within fifteen (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing shall not apply to the willful misconduct, gross negligence or bad faith 15) days of any Seller Indemnified Partyreceipt.

Transition Services. (a) Until Purchaser and Sellers and/or their applicable Related Persons shall enter into a transition services agreement in the date that is one hundred eighty (180) days after the Closing Date form attached hereto as Exhibit B (the “Transition PeriodServices Agreement”). Following request by the Purchaser, from the date hereof through the Closing Date, Sellers agree to use commercially reasonable efforts to assist the Companies, following the Closing Date, in obtaining the services that are the subject of the Transition Services Agreement other than through the Sellers or their Affiliates. Following the execution hereof, Shareholders shall use commercially reasonable efforts to (a) cause, on or prior to the Closing Date, each Company to remove all signatories, who are not employees of a Company from bank or other accounts of each Company and to provide that the Persons with administrative authority over each such account to be only Persons who are employees of a Company, (b) subject to Link Systems’ consent, on or prior to the Closing Date, transfer and assign to Dolex Dollar, at no cost to the Companies, the Seller Prolease software and, if Dolex Dollar has applicable licenses relating to such information, migrate all lease data to a server of Dolex Dollar that shall be reasonably acceptable to the Purchaser, (c) if Dolex Dollar has a server capable of receiving such information, on or prior to the Closing Date, provide for data migration of all data of any sort of the Companies which resides at GPN or on servers controlled by GPN to a server or servers of a Company that shall be reasonably acceptable to the Purchaser, (d) provide to the Purchaser at least sixty (60) days prior to the Closing Date a benefit census and report of all employees of each Company appropriately separated by country and assist the Purchaser in enrolling such employees into new benefit programs and any other plan appropriate for the country and Company to be effective on or after the Closing Date, (e) revoke any powers of attorney of the Companies that the Purchaser requests in writing be revoked, and (f) promptly following the written request of the Purchaser therefor, provide the Purchaser with historical data relating to check guarantee services which would ordinarily be provided to a check guarantee customer of GPN or its Related Persons and, if reasonably practicable, including positive and negative data bases for the checks cashed on behalf of a Company and whether data is that of GPN and its AffiliatesRelated Persons or of a third party to the extent GPN can cause such third party to provide such information and, if requested in writing by the Purchaser, cause Dolex Dollar to enter into an agreement to be effective at Closing for check guarantee services with a provider that is not a Related Person of GPN or cause Dolex Dollar to enter into a written agreement for check guarantee services at market rates with a Related Person of GPN. In the event the applicable Company shall not have any license or server referred to in subsection (b) or (c) and the Purchaser reimburses such Company for the cost of obtaining any such license or server, Shareholders shall use commercially reasonable efforts to cause the actions described in subsection (b) or (c), as applicable, shall provide the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard of care and service levels at which the same or similar services were historically provided to the Business. The Seller shall provide the Transition Services to the Purchaser on a cost basis (which shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition Period. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out of or resulting from any Transition Services provided under this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs and reasonable attorneys’ fees) in connection with the Seller’s performance of the Transition Services, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing shall not apply to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Partytaken.

Transition Services. From and after the Closing Date, Buyer shall be willing, if requested, to enter into one or more service agreements with Sellers, or the estate, or the creditors, as applicable on reasonable and mutually agreeable terms and conditions, to offer any of the services generally described below: (a) Until Buyer shall assist lessors of Rejected Equipment with identifying, locating, and recovering such Rejected Equipment. Any movement of Rejected Equipment by Buyer will be at a rate of $1.25 per mile (all miles) to one of Buyer's terminal facilities or any other destination acceptable to both Buyer and such lessor. Buyer may transport freight in such Rejected Equipment while it is being returned, and any revenue generated thereby shall be for the date that is one hundred eighty (180) days after account of Buyer. The movement of any Rejected Equipment shall be coordinated by Buyer, in its sole discretion, so as not to disrupt the Closing Date (Buyer's equipment balance and position. Lessors of the “Transition Period”), the Seller Rejected Equipment will be responsible for all insurance coverage and its Affiliates, as applicable, shall provide the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard risk of care and service levels at which the same or similar services were historically provided loss to the BusinessRejected Equipment. The Seller shall provide the Transition Services to the Purchaser on a cost basis (which shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to Nothing in this Section 6.11, which, for the avoidance of doubt, 5.18(a) shall be borne by the Purchaser, and shall provide a monthly invoice construed to obligate Sellers in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition Periodrespect. (b) The Seller makes no express or implied representationsBuyer shall afford Representatives of Sellers and counsel for the unsecured creditors' committee and their agents and employees, warranties or guarantees with access during normal business hours to Sellers' books and records relating to the Transition Services ninety days prior to the first filing of the Case in respect of general accounts payable, and four years prior to the first filing of the Case in respect of accounts payable relating to potential Chapter 5 amounts, other than the Claims, and shall copy such books and records without charge for such parties. Buyer shall provide such parties the right to use without charge, a reasonable amount of unused office space at the Headquarters building and, as available and not being used by Buyer, office equipment, for 120 days after the Closing. Any individuals taking advantage of such unused office space shall be covered by their own insurance (or their employer's), and Buyer shall not be liable for anything other than its own negligence. (c) Buyer shall afford Representatives of Sellers and counsel for the unsecured creditors' committee and their agents and employees, ingress, egress, and parking rights at designated locations for up to 120 days after the Closing for the purpose of assembling, storing, and if necessary auctioning Excluded Assets, all to be performed under conducted in a manner that does not interfere with the Buyer's business operations. The fee for such rights will be $10.00 per day per Excluded Asset payable weekly and in any event prior to removal of such Excluded Asset from the premises. The owners of the Excluded Assets shall have sole responsibility for insurance and risk of loss. Nothing in this Section 6.11 following 5.18(c) shall be construed to obligate Sellers in any respect. (d) The Buyer will afford Representatives of Sellers and counsel for the unsecured creditors' committee and their agents and employees, access to the Buyer's employees on a dedicated or as needed basis for up to 120 days after the Closing, including to the extent that such access does not unreasonably interfere with the operation of Buyer's business. For ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ any warranty time in excess of merchantability five hours per week (not to include time regarding consultation on the RLI Excluded Asset) shall be with the written consent of ▇▇▇ ▇▇▇▇▇▇▇▇, which ▇▇. ▇▇▇▇▇▇▇▇ may give in his sole and absolute discretion. The charge for such access will be an amount equal to twice the hourly pay rate of the subject employees, or fitness for a particular purposepro-rated amount of such person's salary and stay bonus, if any, in the event of a salaried employee, based upon a forty hour work week. Notwithstanding anything Anything to the contrary contained hereinnotwithstanding, the Seller Sellers' estate shall not have any liability whatsoever be charged for the first ten hours per calendar month of time (not to include time regarding the Purchaser RLI Excluded Asset) for any Damages caused byeach of ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇; provided, arising out if a Rule 2004 exam request of ▇▇. ▇▇▇▇▇▇ or resulting from any Transition Services provided under this Agreement after Closing unless caused ▇▇. ▇▇▇▇▇▇ is made by the willful misconduct unsecured creditors' committee or gross negligence on the part of the SellerSellers' estate, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs prior free hours of time shall be due and reasonable attorneys’ fees) in connection with payable to Buyer immediately, based upon the Seller’s performance of the Transition Servicespro-rated salary and bonus amount previously described, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing and there shall not apply be no entitlement to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Partyfuture free time following such a Rule 2004 exam request.

Transition Services. (a) Until Seller shall cause its Affiliates to provide to Buyer for the date that is one hundred eighty sixty (18060) days after day period immediately following the Closing Date all or the portion of the transition services listed on Section 5.15 of the Seller Disclosure Letter that are reasonably requested in writing (providing reasonable detail) from Buyer to Seller as soon as reasonably practicable following the date of this Agreement (but in any event at least ten (10) Business Days prior to the Closing) except that Seller shall have no obligation to cause its Affiliates to provide any such services that were not requested in writing from Buyer to Seller at least ten (10) Business Days prior to the Closing (the services referred to in this sentence being the “Transition PeriodServices”), the . Seller and shall cause its Affiliates, as applicable, shall provide the Affiliates to perform any Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources provided hereunder in a commercially reasonable manner using substantially the same quality, standard of care quality and service levels at which manner as the same or similar comparable services were historically provided by an Affiliate of Seller to Seller during the Business. The Seller shall provide three (3)-month period preceding the Transition Services to the Purchaser on a cost basis (which shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoiceClosing; provided, however, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition Period. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding notwithstanding anything to the contrary contained hereinin this Agreement, except for the provisions of Section 5.16(b)(i), which shall govern over anything in this sentence, (A) none of Seller or its Affiliates shall not have any liability whatsoever to the Purchaser Buyer or its Affiliates for any Damages caused by, arising out acts or omissions of Seller or resulting from any Transition Services provided under this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend in connection with this Section 5.15 and the Transition Services; (B) Buyer shall indemnify and hold harmless each Seller Indemnified Party and its Affiliates from and against any and all Damages Indemnifiable Losses relating to the Transition Services except to the extent such Indemnifiable Losses were caused by the gross negligence or willful misconduct of Seller or any of its Affiliates; and (including court costs C) the exclusive remedy of Buyer and reasonable attorneysits Affiliates against Seller or any of its Affiliates for breach of this Section 5.15 or otherwise relating to the Transition Services shall be limited to termination (effective upon thirty (30) days’ feesprior written notice) of the affected Transition Service and, in connection with the case of Seller’s performance or its Affiliates’ gross negligence or willful misconduct, monetary damages (but in no event exceeding the amount paid to Seller for such Transition Services under Section 5.15(b)). (b) Buyer, upon not less than fifteen (15) days’ written notice to Seller, at any time and from time to time may, as of the date set forth in such notice (which may not precede the end of such fifteen (15)-day period without Seller’s approval), reduce or terminate its right to receive (and Seller’s associated obligations to provide or cause the provision of) any or all of the applicable Transition Services. Buyer shall reimburse Seller for the reasonable costs or expenses actually incurred by or on behalf of Seller or its Affiliates attributable to the provision of Transition Services, EVEN IF SUCH CLAIMSincluding the costs of all compensation and benefits and employment Taxes on such compensation and benefits, DAMAGESany reasonable allocations of overhead expenses of Seller and its Affiliates and any retention payments required to retain employees who provide Transition Services (such costs and expenses, LIABILITIESthe “Direct Costs”). No later than the fifteenth (15th) Business Day after the end of each calendar month during which Seller or its Affiliates provided Transition Services, OBLIGATIONSbeginning with the calendar month immediately following the Closing, LOSSESSeller shall submit an invoice to Buyer for the Direct Costs incurred during such calendar month. If the Closing occurs on a day other than the last day of a month, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE the invoice for the first (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that 1st) month shall be only for those Transition Services provided from such date until the foregoing end of the month in which the Closing took place. Buyer shall not apply pay or cause to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Partybe paid each such invoice it receives within fifteen (15) days after its receipt thereof.

Transition Services. (a) Until Following the Closing and for so long ------------------- as a Company or Company Subsidiary remains a Subsidiary of the Buyer (but in no event for a period longer than two years from the Closing Date), the Sellers agree to provide, or to cause their Affiliates to provide, to the Companies and Company Subsidiaries, and the Buyer shall pay for, all of the administrative and support services provided to the Frontier LEC Business by the Sellers as of the date hereof which are on Schedule 4.11 hereto, at a relative level of service consistent with that provided by the Sellers to the Frontier LEC Business during the 12 months preceding the date hereof, unless on or before the date that is one hundred eighty four months after the date hereof (180which date may up to twice be extended for an additional 30 days at the Buyer's sole option), the Buyer shall notify the Sellers of any or all of such services that should not be so provided following the Closing. The services initially so provided following the Closing shall continue to be provided as set forth in the previous sentence, and the Buyer shall continue to pay therefor, unless the Buyer shall have given the Sellers at least three months advance written notice of any or all of such services the provision of which shall be terminated. (b) days after Following the Closing and for so long as the Company or Company Subsidiary currently providing such services remains a Subsidiary of the Buyer (but in no event for a period longer than two years from the Closing Date), the Buyer agrees to provide, or to cause its Affiliates to provide, to the Sellers and their Subsidiaries, and the Sellers shall pay for, all of the administrative and support services provided by the Frontier LEC Business to the Sellers and their Subsidiaries (other than the Companies and Company Subsidiaries) as of the Closing Date which are on Schedule 4.11 hereto, at a relative level of service consistent with that provided to the Sellers and their Subsidiaries by the Frontier LEC Business during the 12 months preceding the date hereof, unless on or before the date that is four months after the date hereof (which date may up to twice be extended for an additional 30 days at the “Transition Period”Sellers' sole option), the Seller Sellers shall notify the Buyer of any or all of such services that should not be so provided following the Closing. The services initially so provided following the Closing shall continue to be provided as set forth in the previous sentence, and the Sellers shall continue to pay therefor, unless the Sellers shall have given the Buyer at least three months advance written notice of any or all of such services the provision of which shall be terminated. (c) Such services will be provided for a charge equal to the then current cost of such services (without ▇▇▇▇-up) to the Sellers and their Affiliates or to the Buyer and its Affiliates, as applicablethe case may be, determined and allocated to the Buyer or the Sellers, as the case may be, in a manner consistent with the determination and allocation of such costs to the Frontier LEC Business reflected in the financial data and information described in clauses (ii) and (iii) of Section 2.6(a). The Buyer and the Sellers agree to pay, promptly in accordance with their standard payment practices (but in no event later than 45 days after presentation), any bills and invoices that it receives from the other party for services provided under this Section 4.11, subject to receiving, if requested, any reasonably appropriate support documentation for such bills and invoices. Such charges shall be billed as of the end of each calendar month. Each party shall provide the Transition Services to Purchaser upon Purchaser’s request using other at least 60 days' notice of any material increase in the Seller’s (or cost of such Affiliates’) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard of care and service levels at which the same or similar services were historically provided prior to the Business. date such increase will take effect. (d) The Seller shall provide parties hereto agree to negotiate in good faith a transition services agreement with respect to services to be provided by the Transition Services Sellers to the Purchaser Frontier LEC Business, or by the Frontier LEC Business to the Sellers, following the Closing consistent with the terms of this Section 4.11. (e) Section 2.5 (by reference to Section 2.7) of the Disclosure Schedule identifies the proposed "Future Allocation" of certain shared or displaced assets or services relating to the Frontier LEC Business between the Companies and Company Subsidiaries, on the one hand, and the Sellers, on the other (the "Scheduled Allocation"). Each of the Buyer and the Sellers agrees to negotiate in good faith such proposed allocations prior to the Closing with a view to creating a final allocation which (A) to the extent there exists an overwhelmingly dominant user or beneficiary of such assets or services, allocates such asset or service to such user or beneficiary, and (B) otherwise equitably allocates such assets and services between the Companies and Company Subsidiaries and the Sellers taking into account the criticality of the function to each, the cost and burden on the party to whom the asset or service is not allocated to replace such function in light of such party's other resources, and the related disruption, and the overall burdens and benefits of the overall allocation. If the Buyer and the Sellers are unable to agree on a cost basis negotiated final allocation, the Scheduled Allocation shall be deemed to constitute the final allocation and the party to whom such asset or service is allocated (which shall not include be the Sellers if no allocation is provided for in the Scheduled Allocation) will provide the other party access to such asset or service as a Transition Service under the provisions of this Section 4.11 on the cost basis described in Section 4.11(c). (f) Consistent with its notice requirements in this Section 4.11, the Buyer at its sole discretion may choose to migrate any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or billing, ordering, provisioning and other operations support systems being provided under the transition services arrangement in accordance with respect to any amounts payable Schedule 4.11 to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior monthBuyer's own platforms. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of Sellers will use its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special reasonable best efforts to hire comply with reasonable data requests (including requests for electronic source data) for information that is necessary to map, convert and integrate such systems into the Buyer's or retain current staff or engage consultants its vendor's platforms. The Sellers also agree to use its reasonable best efforts to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition Period. (b) The Seller makes no express or implied representations, warranties or guarantees relating applicable information required to migrate all other transition services to the Transition Services Buyer's or its vendor's systems. The Buyer agrees that its requests may not impose a material burden on the operation of the Sellers and their Subsidiaries (including, prior to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out of or resulting from any Transition Services provided under this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend Companies and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs and reasonable attorneys’ fees) in connection with the Seller’s performance of the Transition Services, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENTCompany Subsidiaries), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing shall not apply to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Party.

Transition Services. (a) Until In circumstances as expressly provided by this Agreement, or in the date that is event of termination, expiration, or Microsoft's decision to cease delivery of one hundred eighty (180) days after the Closing Date (the “Transition Period”), the Seller and its Affiliates, as applicable, shall provide the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard more of care and service levels at which the same Microsoft's exams by Sylvan under this Agreement or similar services were historically provided to the Business. The Seller shall provide the Transition Services to the Purchaser on a cost basis (which shall not include under any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (particular Accepted Project or any portion thereof) at any time during the Transition Period. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out of or resulting from any Transition Services provided under this Agreement after Closing unless caused by the willful misconduct (any or gross negligence on the part all of the Sellerforegoing referred to as a "COS"), in each instance without regard to cause or reasons for such COS, including expiration or termination of this Agreement, but expressly provided that Microsoft is not in breach or default of any of its Affiliates confidentiality obligations hereunder and with written notice received by Sylvan at least thirty (30) calendar days prior to the expiration or any Seller Indemnified Partiestermination of this Agreement, or other notice provided in this Agreement Sylvan and Microsoft agree to have an orderly transfer of customer service responsibilities either to Microsoft or to another service provider as it may designate over a period not to exceed thirty (30) calendar days following other applicable notice periods and at charges equal to 100% of the charges then applicable hereunder. In particular, but subject to the foregoing, Sylvan agrees that: (A) The Purchaser agrees to indemnify, defend customer database and hold harmless each Seller Indemnified Party from and against any and all Damages records of customer transactions (including court applications, orders and record of fulfillment) and other pertinent customer or exam records, including electronic records, but excluding Sylvan works, in Sylvan's possession or reasonable control and necessary to answer Microsoft customer inquiries and to provide services previously provided by the Sylvan, shall be transferred expeditiously and without charge, except out-of-pocket costs and reasonable attorneys’ feesfor any programming required, to Microsoft or its new designated service provider; (B) Promptly after it is apparent to either party that there will be a COS, the parties shall meet to schedule and organize the shift of customer service responsibilities in connection with order that it shall be seamless to Microsoft customers and occur without undue expense or inconvenience to either party; Microsoft shall pay Sylvan for services provided by Sylvan. In the Seller’s performance event Microsoft decides to cease delivery of one or more of Microsoft's exams by Sylvan under this Agreement (and where no termination or expiration shall have occurred), Sylvan shall have met its obligation to shift customer service responsibilities if Sylvan (i) provides telephonic direction to Microsoft or another service provider as provided by Microsoft, and (ii) provides a web link to Microsoft in a manner approved pursuant to Section 5 hereto, by a URL to be provided by Microsoft; (C) Provided Microsoft is not in breach or default of its confidentiality obligations hereunder, Sylvan acknowledges its duties under this subsection are independent of any other disputes or claims it may have against Microsoft, and that it shall not utilize its practical relationship and control over prior Microsoft customer service or records to achieve any advantage or leverage in relation to such other disputes or claims; and (D) Provided Microsoft is not in breach or default of its confidentiality obligations hereunder, the duties of the Transition Servicesparties under this transition process shall be specifically enforceable by court order because there would be irreparable damage to Microsoft, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that in the foregoing shall not apply to the willful misconduct, gross negligence or bad faith case of any Seller Indemnified Partyinterruption of Microsoft customer service.

Transition Services. Prior to the Closing, Seller shall (ai) Until use its commercially reasonable efforts to obtain the date that is services currently provided by Core Data Resources ("CDR"), Columbus Data System ("CDS") or Money Access Services, now STAR Processing, Inc. ("EPS") on a month-to month basis for at least six (6) months after the Effective Date at the same cost currently charged to Seller (CDR - $0.075 per Transaction, CDS - $0.08 per transaction, and EPS - $0.12 per transaction), and (ii) deliver notices to each of the service carriers for the phone service maintained by Seller relating to the phone lines utilized in the ATM business, authorizing Buyer to work with such service carrier with respect to the transferring of the responsible organization for such phone lines to a vendor selected by Buyer. For a period of up to one hundred eighty twenty (180120) days following the Effective Date (the "Transition Period"), Seller agrees to provide services to Buyer to permit the continuation of the operations acquired herein without interruption, including the use of all of the phone lines (including, without limitation, the following 800 numbers: _800-298-5750 (tech line), 80▇-▇▇▇-▇▇▇▇ (sales line) pr▇▇▇ ▇▇ ▇▇▇ ▇ransfer thereof, and services related to accounts receivable, customer service, cash services management, ATM testing and installation, maintenance and parts repair and accounts payable, including customer residual payment. Seller will perform the Transition Services and Buyer will reimburse Seller for all out-of-pocket expenses for providing the Transition Services within fifteen days after the Closing Date delivery to Buyer of reasonable evidence of the incurrence of such expense (i.e. an invoice therefore) and of Seller's payment thereof. Seller shall deliver to Buyer an invoice for such services on a monthly basis including reasonably detailed calculation for the “Transition Period”)amount so invoiced. Such expenses shall include any shared employees, etc. All expenses must be pre-approved by the Buyer and the Buyer will not be obligated to pay for any services rendered without prior written approval. Within three (3) days prior to the Closing, Buyer will provide Seller and its Affiliates, as applicable, shall provide with more detailed information regarding the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard of care and service levels at which the same or similar services were historically provided to the Business. The Seller shall provide the Transition Services to the Purchaser on a cost basis (which shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall that will be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time needed during the Transition Period. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out of or resulting from any Transition Services provided under this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs and reasonable attorneys’ fees) in connection with the Seller’s performance of the Transition Services, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing shall not apply to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Party.

Transition Services. ‌ (a) Until Buyer shall reasonably cooperate with Seller and any successor to Seller with respect to Wind-Up Activities as defined below.‌ (b) Through the date that is one hundred eighty (180) days after end of the Closing Date Wind-Up Period, Buyer shall, at Buyer’s expense, provide the Seller Group with the following services (the “Transition PeriodServices”), the Seller and its Affiliates, as applicable, shall provide the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard of care and service levels at which the same or similar services were historically provided to the Business. The Seller shall provide the Transition Services to the Purchaser on a cost basis (which shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition Period. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out of or resulting from any Transition Services provided under this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs and reasonable attorneys’ fees) in connection with the SellerWind-Up Activities (as defined below): (i) Buyer shall grant to the Seller Group, access to such information technology systems as may be reasonably requested by the Seller Group in connection with the Wind-Up Activities. Buyer will provide the Seller Group a reasonable amount of support and maintenance with respect to such systems consistent with past practices of the Seller Group. If Buyer seeks to terminate a software license that is necessary for the provision to the Seller Group of use of and access to a system, Buyer shall not terminate such license unless and until it has given Seller thirty (30) days’ prior notice. If Buyer provides such notice, the Seller Group shall be free to negotiate its own replacement license with the software vendor and shall have no obligation hereunder to provide access to or use of such replaced system to Buyer. (ii) Buyer shall (i) take all commercially reasonable efforts to preserve all records and documents (including any electronic records or documents) related to the Assets until the Cases are closed or, if any adversary proceedings or other actions with respect to any of the Cases are then pending, until the Seller Group, the official committee of unsecured creditors in the Cases or any successor thereto (including, but not limited to, a chapter 11 or chapter 7 trustee, or a liquidating trustee under a plan) notifies Buyer that such records are no longer needed, and (ii) provide the Seller Group (solely for purposes complying with the Seller Group’s obligations in connection with the Cases under the Bankruptcy Code or Applicable Law), the official committee of unsecured creditors in the Cases or any successor thereto (including, but not limited to, a chapter 11 or chapter 7 trustee, or a liquidating trustee under a plan) and their respective counsel, agents and advisors, with reasonable access to such records and documents including a reasonable time and location. (iii) Buyer shall operate, support and maintain a new email domain for the Seller Group’s use following the Closing. Buyer shall use commercially reasonable efforts to undertake reasonable backups and security measures, such that only the Seller Group’s authorized users have access to the information in such system. Buyer shall be responsible for licensing the necessary software (including email server software, operating system software and backup software). (iv) Buyer shall provide the Seller Group with reasonable access to Purchaser’s personnel for the purpose of assisting the Sellers with the performance of the Transition ServicesWind- Up Activities. Buyer, EVEN IF SUCH CLAIMSas it deems necessary or appropriate in its reasonable discretion, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE may (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTYi) use its own personnel; provided, however, that or (ii) employ the foregoing shall not apply services of third parties to the willful misconduct, gross negligence extent such third-party services are utilized in the ordinary course of business to provide similar services to the business of Buyer or bad faith are reasonably necessary for the efficient performance of any such Wind-Up Activities. Unless otherwise agreed in writing, none of the individuals providing services to the Seller Indemnified PartyGroup in accordance with this Section 10.1(b)(iv) to the Seller Group will be deemed to be employees of any member of the Seller Group for any purpose.‌‌‌‌‌ (c) For purposes of this Section 10.1, “Wind-up Activities” shall mean the discharge of Seller’s obligations as a debtor-in-possession and of any successor to Seller, including, without limitation, a trustee of a creditors’ trust.

Transition Services. (a) Until the date that is one hundred eighty (180) days Sellers will, from and after the Closing Date until the later of the date on which Sellers vacate eDiet’s office location in Fort Lauderdale, Florida (“Headquarters”) but in no event earlier than September 1, 2012 (the “Transition PeriodVacation Date”), maintain at Headquarters, free of charge, and shall at all times make available to Buyer, the Seller IT Systems set forth on Schedule 1.1; provided, that Sellers shall provide at least three (3) Business Days’ written notice to Buyer of the intended Vacation Date. Buyer shall be responsible for relocating the IT Systems prior to or on the Vacation Date; provided, that upon receipt of a written request from Buyer, Sellers shall be responsible for disposing of such IT Systems. Sellers (and their Representatives) will take no action to deprive Buyer or otherwise interfere with its use, ownership and enjoyment of the IT Systems. Sellers shall provide Buyer access to the licenses set forth on Schedule 5.1(m). Neither of the Sellers or their Affiliates, as applicable, shall provide will amend, terminate, surrender or waive any right under, any of the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’licenses set forth on Schedule 5.1(m) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard of care and service levels at which the same or similar services were historically provided to the Business. The Seller shall provide the Transition Services to the Purchaser on a cost basis (which shall not include take any allocation action that will result in Buyer not being able to enjoy the use of overheard such licenses until such time as Buyer notifies Sellers in writing that access to such license is no longer required. In addition, from and after the Closing, Sellers shall upon request of Buyer make Sellers’ employees available to Buyer to perform such services as Buyer shall request. Buyer shall, upon agreement in writing by Sellers and Buyer, pay a pro rata portion of any salary or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, hourly wages for the avoidance use of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during any such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoiceemployees; provided, that the such Persons shall under no circumstances be deemed to be an employee of Buyer and under no circumstances shall Buyer have any obligations or liabilities with respect to such Person’s employment with either Seller or any Affiliates of Sellers, including, without limitation, as it may suspend the provision of Transition Services at relate to termination, severance, employee benefits or any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of other employment matter; provided, further, that notwithstanding the foregoing, it is acknowledged and for the avoidance agreed that Sellers shall, and shall cause their Affiliates and employees, as applicable to, perform post-closing covenants contemplated hereby free of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated charge to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition PeriodBuyer. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out of or resulting from any Transition Services provided under this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs and reasonable attorneys’ fees) in connection with the Seller’s performance of the Transition Services, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing shall not apply to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Party.

Transition Services. (a) Until Seller shall grant Purchaser a license to occupy and use the space located at 50/60 Concord Street, Wilmington, Massachusetts used in connection wit▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, as well as any other space located in any facility owned or leased by Seller and at which Assets are located (collectively, the "Facilities") for a period beginning on the Closing Date and terminating, with respect to each Facility, on the date that is the earlier of (i) one hundred eighty (180) days after following the Closing Date or (ii) seven (7) days following the “date of a notice from Purchaser to Seller indicating it no longer requires the use of such premises (with respect to each premises, the "Transition Period”"); and, Purchaser shall pay Seller an amount equal to $20,000 per month in exchange for the use of such Facilities, including, without limitation, rent, maintenance costs and utility payments. (b) During the Transition Period, Seller shall make available to Purchaser the tenant improvements, fixtures, office furniture, phones, and other relevant items of personal property to the extent not acquired by Purchaser pursuant to this Agreement in connection with Purchaser's use and occupancy of any Facility in accordance with this Section 5.6. Seller shall not be entitled for any reimbursement in respect of any Personal Property purchased by Purchaser under this Agreement. (c) Seller shall make available to Purchaser the use of any phone, computer or other network reasonably necessary for the operation of the business of the Division prior to Purchaser's migration of the Division to its own facilities. (d) Seller shall make available to Purchaser all data networks, systems and data, in such format as requested by Purchaser, with respect to the business or operations of the Division, including, without limitation, in connection with the MK Server and the ERP system, prior to Purchaser's migration of the Division. (e) Each of the Division Employees will be made available by the Seller and its Affiliates, as applicable, shall provide the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard of care and service levels at which the same or similar services were historically provided to the Business. The Seller shall provide the Transition Services to the Purchaser on a cost full time basis until the date that is the earlier of (which i) one hundred eighty (180) days following the Closing or (ii) seven (7) days following the date of a notice from Purchaser to Seller indicating it no longer requires the use of such Division Employee. The Division Employees shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision be considered employees of the Transition Services or imposed on or with respect Purchaser. Purchaser shall reimburse to any amounts payable Seller the full direct cost (including benefits) for each Division Employee for a full day for each of the days a Division Employee is made available to Purchaser. Purchaser will use the Division Employees to assist in the transition, start up, implementation and operation of the Division, following the Closing Date. Seller pursuant to this Section 6.11, which, agrees that for the avoidance of doubt, shall time that each Division Employee is requested to be borne by the made available to Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition Period. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the Seller shall not have terminate such Division Employee's employment relationship with Seller. Further, Seller shall hold harmless and indemnify Purchaser from any liability whatsoever to the and all claims by a Division Employee against Purchaser for any Damages caused byemployment or other benefits including, arising out without limitation, severance costs, which arise as a result of the acts or resulting from any Transition Services provided under this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part omissions of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs and reasonable attorneys’ fees) in connection with the Seller’s performance of the Transition Services, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing shall not apply to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Party.

Transition Services. (a) Until the date that is one hundred eighty (180) days after Commencing on the Closing Date (the “Transition Period”)Date, the Seller and Quiksilver shall provide, either directly or through its Affiliates, as applicable, shall provide to the Acquired Companies the Transition Services (as such term is defined below) for a period of no longer than twelve (12) months immediately following the Closing, unless a Transition Service is earlier terminated in accordance with the terms hereof. (b) Quiksilver agrees to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources in a use commercially reasonable manner using efforts to provide Transition Services in substantially the same quality, standard of care manner and service levels at which substantially the same or similar services level as such Transition Services were historically provided performed by Quiksilver and/or its Affiliates for the Business prior to the Businessdate hereof. The Seller Quiksilver shall provide give the Transition Services substantially the same priority as it accords its own operations. The Buyer may terminate any Transition Service by giving five (5) days’ prior written notice to Quiksilver. Any requested termination of a Transition Service pursuant to this Section 6.7 shall become effective at the Purchaser on end of such five (5) day notice period and Quiksilver and/or its Affiliates shall thereafter no longer be obligated to provide such Transition Service and the Buyer shall thereafter no longer be obligated to pay for such Transition Service. Any such termination of a cost basis (which particular Transition Service shall not include affect Quiksilver’s obligation to provide any allocation of overheard or other indirect costs)Transition Service pursuant to this Section 6.7 that has not been so terminated. Furthermore, plus the amount of all value-added, sales, use, excise, transfer or parties agree to fully cooperate in good faith with each other similar Taxes incurred in connection with respect to the provision of the Transition Services and the matters related to or imposed arising hereunder, including, without limitation, Quiksilver’s cooperation with the Acquired Companies to enable the Acquired Companies to establish their own infrastructure to perform the Transition Services independently of Quiksilver as soon as practicable after the Closing. (c) All Transition Services shall be provided by Quiksilver or its Affiliates at a cost equal to Quiksilver’s or its Affiliates’ costs for such items which shall be paid by Buyer on a monthly basis. Quiksilver and its Affiliates hereby agree that neither shall include a profit component in its charge for any Transition Service. (d) Quiksilver shall indemnify and hold harmless the Acquired Companies and their representatives and Affiliates from and against all Damages incurred or sustained by any Acquired Company where such Damages results from (i) the gross negligence or willful misconduct of, Quiksilver, its representatives, Affiliates or any third party performing Transition Services on behalf of Quiksilver, or (ii) the failure by Quiksilver to comply fully with respect its obligations to any amounts payable Quiksilver or Affiliate employee or consultant, including, without limitation, payment of wages, provision of benefits, and payment of employment taxes. Quiksilver warrants that all Transition Services shall be performed in compliance with all Legal Requirements and agree to promptly correct any errors or omissions that arise in connection with the Seller pursuant provision of the Transition Services. Quiksilver shall obtain and maintain all permits, approvals and licenses, and shall obtain any third party Consents, necessary or appropriate to perform its obligations in this Section 6.11and shall at all times comply with the terms and conditions of such permits, whichapprovals and licenses or Consents and the costs of obtaining any permits, for the avoidance of doubtapprovals, licenses, sublicenses or approvals and third party Consents, shall be borne by Quiksilver. (e) For the Purchaserpurposes of this Section 6.8, “Transition Services” shall mean the services that Quiksilver or its Affiliates (other than an Acquired Company) have regularly provided to any Acquired Company within the past sixty (60) days. In furtherance, but without limiting the foregoing, Quiksilver and/or its Affiliates shall (i) sublease to Buyer or its Affiliates, and shall permit the use of, the portion of the Mixed Use Foreign Offices and related office equipment and supplies currently used by personnel of the Business, (ii) provide a monthly invoice the “back office” services, including, without limitation, accounting services, customer services and payroll, to Buyer in arrears each Mixed Use Foreign Office (to the Purchaser reflecting extent such services were utilized by the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services Acquired Company employees at any time if within the Purchaser fails past sixty (60) days prior to pay any monthly invoice when due. Without limiting the generality date of the foregoingthis Agreement), and for (iii) enable the avoidance employees of doubt, Cleveland Golf Canada to continue using the Parties agree that neither benefit plans of a Quiksilver Affiliate to the Seller nor any of its Affiliates shall be obligated extent such benefits are provided prior to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants Closing and to provide any new employee of Cleveland Golf Canada the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time same benefits if hired during the Transition Period12-month period immediately following Closing. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out of or resulting from any Transition Services provided under this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs and reasonable attorneys’ fees) in connection with the Seller’s performance of the Transition Services, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing shall not apply to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Party.

Transition Services. From and after the Closing Date, Buyer shall be willing, if requested, to enter into one or more service agreements with Sellers, or the estate, or the creditors, as applicable on reasonable and mutually agreeable terms and conditions, to offer any of the services generally described below: (a) Until Buyer shall assist lessors of Rejected Equipment with identifying, locating, and recovering such Rejected Equipment. Any movement of Rejected Equipment by Buyer will be at a rate of $1.25 per mile (all miles) to one of Buyer's terminal facilities or any other destination acceptable to both Buyer and such lessor. Buyer may transport freight in such Rejected Equipment while it is being returned, and any revenue generated thereby shall be for the date that is one hundred eighty (180) days after account of Buyer. The movement of any Rejected Equipment shall be coordinated by Buyer, in its sole discretion, so as not to disrupt the Closing Date (Buyer's equipment balance and position. Lessors of the “Transition Period”), the Seller Rejected Equipment will be responsible for all insurance coverage and its Affiliates, as applicable, shall provide the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard risk of care and service levels at which the same or similar services were historically provided loss to the BusinessRejected Equipment. The Seller shall provide the Transition Services to the Purchaser on a cost basis (which shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to Nothing in this Section 6.11, which, for the avoidance of doubt, 5.18(a) shall be borne by the Purchaser, and shall provide a monthly invoice construed to obligate Sellers in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition Periodrespect. (b) The Seller makes no express or implied representationsBuyer shall afford Representatives of Sellers and counsel for the unsecured creditors' committee and their agents and employees, warranties or guarantees with access during normal business hours to Sellers' books and records relating to the Transition Services ninety days prior to the first filing of the Case in respect of general accounts payable, and four years prior to the first filing of the Case in respect of accounts payable relating to potential Chapter 5 amounts, other than the Claims, and shall copy such books and records without charge for such parties. Buyer shall provide such parties the right to use without charge, a reasonable amount of unused office space at the Headquarters building and, as available and not being used by Buyer, office equipment, for 120 days after the Closing. Any individuals taking advantage of such unused office space shall be covered by their own insurance (or their employer's), and Buyer shall not be liable for anything other than its own negligence. (c) Buyer shall afford Representatives of Sellers and counsel for the unsecured creditors' committee and their agents and employees, ingress, egress, and parking rights at designated locations for up to 120 days after the Closing for the purpose of assembling, storing, and if necessary auctioning Excluded Assets, all to be performed under conducted in a manner that does not interfere with the Buyer's business operations. The fee for such rights will be $10.00 per day per Excluded Asset payable weekly and in any event prior to removal of such Excluded Asset from the premises. The owners of the Excluded Assets shall have sole responsibility for insurance and risk of loss. Nothing in this Section 6.11 following 5.18(c) shall be construed to obligate Sellers in any respect. (d) The Buyer will afford Representatives of Sellers and counsel for the unsecured creditors' committee and their agents and employees, access to the Buyer's employees on a dedicated or as needed basis for up to 120 days after the Closing, including any warranty to the extent that such access does not unreasonably interfere with the operation of merchantability Buyer's business. For Mark Wilkey and Ro▇ ▇▇▇▇▇▇ ▇▇y tim▇ ▇▇ ▇▇▇▇▇s of five hours per week (not to include time regarding consultation on the RLI Excluded Asset) shall be with the written consent of Jon Isaacson, whic▇ ▇▇. ▇▇▇▇▇▇on may g▇▇▇ ▇▇ ▇▇▇ ▇ole and absolute discretion. The charge for such access will be an amount equal to twice the hourly pay rate of the subject employees, or fitness for a particular purposepro-rated amount of such person's salary and stay bonus, if any, in the event of a salaried employee, based upon a forty hour work week. Notwithstanding anything Anything to the contrary contained hereinnotwithstanding, the Seller Sellers' estate shall not have any liability whatsoever be charged for the first ten hours per calendar month of time (not to include time regarding the Purchaser RLI Excluded Asset) for any Damages caused byeach of Mr. Goates and Mr. ▇▇▇▇▇▇; ▇rovid▇▇, arising out ▇▇ ▇ ▇ule 2004 exam request of Mr. Goates or resulting from any Transition Services provided under this Agreement after Closing unless caused by Mr. ▇▇▇▇▇▇ ▇▇ made ▇▇ ▇▇▇ ▇▇secured creditors' committee or the willful misconduct or gross negligence on the part of the SellerSellers' estate, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs prior free hours of time shall be due and reasonable attorneys’ fees) in connection with payable to Buyer immediately, based upon the Seller’s performance of the Transition Servicespro-rated salary and bonus amount previously described, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing and there shall not apply be no entitlement to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Partyfuture free time following such a Rule 2004 exam request.

Transition Services. (a) Until During the date that is one hundred eighty (180) days after the Closing Date term of this Agreement as set forth in Section 3 below (the “"Transition Period”"), Seller shall continue to provide on behalf of Buyer the Seller products and its Affiliates, as applicable, shall provide services related to the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources Business in a commercially reasonable manner using substantially the same quality, standard of care and service levels at which the same or similar manner as such services were historically heretofore provided to by Seller on its own behalf in carrying on the Business. The Seller shall provide , including the Transition Services to the Purchaser activity set forth on a cost basis (which shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition PeriodAnnex A attached hereto. (b) The Annex A constitutes part of this Agreement and may be amended from time to time with the written consent of Seller makes no express or implied representations, warranties or guarantees relating and Buyer. (c) Buyer shall pay the following amounts for the products and services provided by Seller under this Agreement: (i) the cost of materials purchased by Seller subsequent to the Transition Services date of this Agreement to be performed produce products pursuant to a production plan mutually agreed upon by Seller and Buyer, which plan shall in no event exceed Seller's manufacturing capacity as of the date of this Agreement (the "Mutual Production Plan"), (ii) for each employee not engaged in production or manufacturing and listed on Annex B, that percentage set forth on such annex opposite the name of such employee under this Section 6.11 following the Closingcolumn headed "Support Base Business %" of the amount of weekly salary set forth on such annex opposite the name of such employee under the column headed "Weekly Salary" plus an amount equal to 28% of the result of the foregoing calculation, including any warranty (iii) the amount of merchantability or fitness out-of-pocket expenditures for a particular purpose. Notwithstanding anything to supplies and services provided for the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out benefit of or resulting from any Transition Services provided Buyer under this Agreement after Closing unless caused that are approved by Buyer, which approval shall not be unreasonably withheld, (iv) the willful misconduct cost of moving expenses for, and repairs and installation of, equipment owned by Buyer, (v) as a labor component for each product delivered for Buyer hereunder, an amount equal to the number of direct labor hours multiplied by direct labor costs for each product as set forth on Schedule 1(c), which product is delivered by Seller to or gross negligence on at the part direction of Buyer pursuant to the SellerMutual Production Plan, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court vi) costs and reasonable attorneys’ feesexpenses such as employment agency fees which are incurred as a direct result of Seller's efforts to replace on a temporary basis any employee performing transition services under this Agreement who voluntarily terminates employment with Seller during the Transition Period, (vii) all incremental costs approved by Buyer that are associated with customer solicitation activity including, but not limited to: sales commissions, postage, sales literature, freight, samples and other free goods, telephone and communications, computer and office supplies, maintenance and repairs, outside computer services and travel and entertainment expenses, (viii) all related pre-approved collection charges and (ix) the commissions provided for in Annex A. Seller shall send bills and/or invoices in connection with the Seller’s performance foregoing items at the end of each one-week period of the Transition ServicesPeriod. Buyer shall within five days after receipt of such bills and/or invoices, EVEN IF SUCH CLAIMSpay to Seller the amounts specified in such bills and/or invoices in full. Notwithstanding the foregoing, DAMAGESalthough Seller shall ▇▇▇▇ all amounts to be paid pursuant to this subsection, LIABILITIESBuyer shall have no obligation to pay to Seller the first $275,000 for products and services due under this Agreement (the "Credit") and such amount will not be considered due to Seller under this Agreement as Seller has agreed to provide the first $275,000 of products and services delivered hereunder without cost to Buyer. The Seller shall, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE promptly after the termination of this Agreement (WHETHER SOLE, JOINT, OR CONCURRENTthe "Termination Date"), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing shall not apply pay to the willful misconductBuyer that portion of the Credit that, gross negligence as of the Termination Date, had not been applied as a credit against amounts billed by the Seller to the Buyer pursuant to this subsection, in order to give the Buyer the benefit of the total amount of the Credit either as a credit or bad faith of any Seller Indemnified Partyin cash.

Transition Services. (a) Until the date that is one hundred eighty (180) days after the Closing Date Seller agrees to provide Buyer with those services described in Exhibit D (the “"Transition Period”Services"), on the Seller and its Affiliates, as applicable, shall provide the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard of care and service levels at which the same or similar services were historically provided to the Business. The Seller shall provide the Transition Services to the Purchaser on a cost basis (which shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, terms and for the avoidance duration specified in Exhibit D and in this Section 5.5. The Transition Services listed and described in Exhibit D are based on the parties' understanding of doubtthe support and other services reasonably required to be provided by the Seller to Buyer immediately following the Closing in order to assure the uninterrupted operation of the Business during the transition period in which the Buyer shall make such arrangements as may be necessary to assume such responsibilities on a permanent basis. If, following the Closing, either party reasonably determines that additional services should be provided by the Seller to the Buyer, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or negotiate in good faith to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition Period. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out of or resulting from any Transition Services provided under appropriately modify this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees with respect to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs and reasonable attorneys’ fees) in connection with the Seller’s performance of the Transition Services, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTYsuch additional services; provided, however, that any such additional services shall be provided on a basis substantially consistent with the foregoing recent historical practices of the Seller. (b) All individuals providing Transition Services on behalf of the Seller pursuant to this Agreement shall not apply remain employees of the Seller. The Buyer shall have no liability to such individuals with respect to any matter arising out of or relating to their employment by the Seller, including, without limitation, claims for wages, salaries, benefits or severance. The Seller agrees to indemnify and hold harmless the Buyer and its officers, directors, employees and agents from and against any claims by the Seller's employees against any of them, except claims for which the Buyer is required to indemnify Seller's employees pursuant to Article VI hereof or claims based upon or arising out of Buyer's recklessness or willful misconduct. The Seller shall have no liability to the willful Buyer for any errors, omissions or other negligence (other than recklessness or wilful misconduct) of individuals providing Transition Services to the Buyer. (c) The Transition Services shall be performed in a timely, gross negligence or bad faith of any efficient and workmanlike manner. The Seller Indemnified Partyshall use commercially reasonable efforts to make available to the Buyer the services which it is obligated to provide under this Agreement in substantially the same manner as it makes similar services available for its own operations.

Transition Services. a. Section 6.11 of the Purchase Agreement is hereby amended and restated in its entirety to read: (a) Until Promptly following the Closing, but in no event later than ten Business Days after the date that is one hundred eighty hereof, Seller Parent shall, and Purchaser shall cause the Company to, negotiate in good faith to agree upon and execute mutually acceptable agreements whereby (180i) days after Purchaser will cause the Closing Date Company to service the loan and receivables portfolios owned by Seller and/or its affiliates identified on Exhibit A-1 attached hereto and (ii) Seller Parent will cause an affiliate to service the “Transition Period”), the Seller loan and its Affiliates, as applicable, shall provide the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard of care and service levels at which the same or similar services were historically provided to the Business. The Seller shall provide the Transition Services to the Purchaser on a cost basis (which shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne receivables portfolios owned by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition PeriodCompany identified on Exhibit A-2 attached hereto. (b) The Seller makes no express or implied representations, warranties or guarantees relating to the Transition Services to be performed under this Section 6.11 Promptly following the Closing, including any warranty but in no event later than ten Business Days after the date hereof, Purchaser shall cause the Company to, and Seller Parent shall cause FG and Washington Mutual Mississippi to, negotiate in good faith to agree upon and execute mutually acceptable agreements whereby the Company shall provide FG and Washington Mutual Mississippi continued use of merchantability or fitness for a particular purpose. Notwithstanding anything and access to the contrary contained hereinCompany's technology platform, including the "Access" system, as necessary for FG and Washington Mutual Mississippi to service their respective loan and receivables portfolios (provided that Seller Parent will use reasonable efforts to minimize the scope of such services). Until the earlier of (i) the date of execution of such agreements or (ii) January 19, 2004, the Company shall, consistent with past practice, provide collection and recovery services to FG and Washington Mutual Mississippi with respect to their loan and receivables portfolios (such assistance being referred to herein as the "Transition Servicing") (provided that Seller Parent will use reasonable efforts to minimize the scope of such services). (c) Promptly following the Closing, but in no event later than ten Business Days after the date hereof, Seller Parent and Purchaser shall not negotiate in good faith to agree upon and execute mutually acceptable agreements for the Company to have any liability whatsoever continued access to third-party vendor services that, prior to the Purchaser for Closing, have traditionally been made available to the Company through contracts to which the Seller is a party, subject to any Damages caused byprohibitions and limitations contained in such contracts and only to the extent that such services are not reasonably available to the Company as a subsidiary of Purchaser. Pending execution of such agreements, arising out of or resulting from any Transition Services provided under this Agreement after Closing unless caused Seller agrees to continue to provide such services, as may be requested by the willful misconduct or gross negligence Purchaser, to the Company on terms consistent with past practice, subject to any prohibitions and limitations contained in such contracts. (d) After the part of Closing, Purchaser will cause the SellerCompany to provide to Seller Parent the services described in Exhibit B attached hereto for the term set forth in Exhibit B or, any of its Affiliates or any if earlier, until such time as Seller Indemnified PartiesParent notifies Purchaser that it no longer requires such services. The Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs and reasonable attorneys’ fees) in connection with In consideration for the Seller’s performance of such services, Seller Parent shall pay the Transition ServicesCompany the fee set forth in Exhibit B.". b. The Agreement is hereby amended to include the attached Exhibit A and Exhibit B as "Exhibit A" and "Exhibit B" thereto, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing shall not apply to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Partyrespectively.

Transition Services. (a) Until During the date that is one hundred eighty (180) days after the Closing Date term of this Agreement as set forth in Section 3 below (the “"Transition Period”"), Seller shall continue to provide on behalf of Buyer the Seller products and its Affiliates, as applicable, shall provide services related to the Transition Services to Purchaser upon Purchaser’s request using the Seller’s (or such Affiliates’) then-current employees, consultants and resources Business in a commercially reasonable manner using substantially the same quality, standard of care and service levels at which the same or similar manner as such services were historically heretofore provided to by Seller on its own behalf in carrying on the Business. The Seller shall provide , including the Transition Services to the Purchaser activity set forth on a cost basis (which shall not include any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or with respect to any amounts payable to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior month. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special efforts to hire or retain current staff or engage consultants to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition PeriodAnnex A attached hereto. (b) The Annex A constitutes part of this Agreement and may be amended from time to time with the written consent of Seller makes no express or implied representations, warranties or guarantees relating and Buyer. (c) Buyer shall pay the following amounts for the products and services provided by Seller under this Agreement: (i) the cost of materials purchased by Seller subsequent to the Transition Services date of this Agreement to be performed produce products pursuant to a production plan mutually agreed upon by Seller and Buyer, which plan shall in no event exceed Seller's manufacturing capacity as of the date of this Agreement (the "Mutual Production Plan"), (ii) for each employee not engaged in production or manufacturing and listed on Annex B, that percentage set forth on such annex opposite the name of such employee under this Section 6.11 following the Closingcolumn headed "Support Base Business %" of the amount of weekly salary set forth on such annex opposite the name of such employee under the column headed "Weekly Salary" plus an amount equal to 28% of the result of the foregoing calculation, including any warranty (iii) the amount of merchantability or fitness out-of-pocket expenditures for a particular purpose. Notwithstanding anything to supplies and services provided for the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out benefit of or resulting from any Transition Services provided Buyer under this Agreement after Closing unless caused that are approved by Buyer, which approval shall not be unreasonably withheld, (iv) the willful misconduct cost of moving expenses for, and repairs and installation of, 1. equipment owned by Buyer, (v) as a labor component for each product delivered for Buyer hereunder, an amount equal to the number of direct labor hours multiplied by direct labor costs for each product as set forth on Schedule 1(c), which product is delivered by Seller to or gross negligence on at the part direction of Buyer pursuant to the SellerMutual Production Plan, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against any and all Damages (including court vi) costs and reasonable attorneys’ feesexpenses such as employment agency fees which are incurred as a direct result of Seller's efforts to replace on a temporary basis any employee performing transition services under this Agreement who voluntarily terminates employment with Seller during the Transition Period, (vii) all incremental costs approved by Buyer that are associated with customer solicitation activity including, but not limited to: sales commissions, postage, sales literature, freight, samples and other free goods, telephone and communications, computer and office supplies, maintenance and repairs, outside computer services and travel and entertainment expenses, (viii) all related pre- approved collection charges and (ix) the commissions provided for in Annex A. Seller shall send bills and/or invoices in connection with the Seller’s performance foregoing items at the end of each one-week period of the Transition ServicesPeriod. Buyer shall within five days after receipt of such bills and/or invoices, EVEN IF SUCH CLAIMSpay to Seller the amounts specified in such bills and/or invoices in full. Notwithstanding the foregoing, DAMAGESalthough Seller shall ▇▇▇▇ all amounts to be paid pursuant to this subsection, LIABILITIESBuyer shall have no obligation to pay to Seller the first $275,000 for products and services due under this Agreement (the "Credit") and such amount will not be considered due to Seller under this Agreement as Seller has agreed to provide the first $275,000 of products and services delivered hereunder without cost to Buyer. The Seller shall, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE promptly after the termination of this Agreement (WHETHER SOLE, JOINT, OR CONCURRENTthe "Termination Date"), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing shall not apply pay to the willful misconductBuyer that portion of the Credit that, gross negligence as of the Termination Date, had not been applied as a credit against amounts billed by the Seller to the Buyer pursuant to this subsection, in order to give the Buyer the benefit of the total amount of the Credit either as a credit or bad faith of any Seller Indemnified Partyin cash.

Transition Services. (a) Until Following the Closing and for so long as a Company or Company Subsidiary remains a Subsidiary of the Buyer (but in no event for a period longer than two years from the Closing Date), the Sellers agree to provide, or to cause their Affiliates to provide, to the Companies and Company Subsidiaries, and the Buyer shall pay for, all of the administrative and support services provided to the Frontier LEC Business by the Sellers as of the date hereof which are on Schedule 4.11 hereto, at a relative level of service consistent with that provided by the Sellers to the Frontier LEC Business during the 12 months preceding the date hereof, unless on or before the date that is one hundred eighty four months after the date hereof (180which date may up to twice be extended for an additional 30 days at the Buyer's sole option), the Buyer shall notify the Sellers of any or all of such services that should not be so provided following the Closing. The services initially so provided following the Closing shall continue to be provided as set forth in the previous sentence, and the Buyer shall continue to pay therefor, unless the Buyer shall have given the Sellers at least three months advance written notice of any or all of such services the provision of which shall be terminated. (b) days after Following the Closing and for so long as the Company or Company Subsidiary currently providing such services remains a Subsidiary of the Buyer (but in no event for a period longer than two years from the Closing Date), the Buyer agrees to provide, or to cause its Affiliates to provide, to the Sellers and their Subsidiaries, and the Sellers shall pay for, all of the administrative and support services provided by the Frontier LEC Business to the Sellers and their Subsidiaries (other than the Companies and Company Subsidiaries) as of the Closing Date which are on Schedule 4.11 hereto, at a relative level of service consistent with that provided to the Sellers and their Subsidiaries by the Frontier LEC Business during the 12 months preceding the date hereof, unless on or before the date that is four months after the date hereof (which date may up to twice be extended for an additional 30 days at the “Transition Period”Sellers' sole option), the Seller Sellers shall notify the Buyer of any or all of such services that should not be so provided following the Closing. The services initially so provided following the Closing shall continue to be provided as set forth in the previous sentence, and the Sellers shall continue to pay therefor, unless the Sellers shall have given the Buyer at least three months advance written notice of any or all of such services the provision of which shall be terminated. (c) Such services will be provided for a charge equal to the then current cost of such services (without ▇▇▇▇-up) to the Sellers and their Affiliates or to the Buyer and its Affiliates, as applicablethe case may be, determined and allocated to the Buyer or the Sellers, as the case may be, in a manner consistent with the determination and allocation of such costs to the Frontier LEC Business reflected in the financial data and information described in clauses (ii) and (iii) of Section 2.6(a). The Buyer and the Sellers agree to pay, promptly in accordance with their standard payment practices (but in no event later than 45 days after presentation), any bills and invoices that it receives from the other party for services provided under this Section 4.11, subject to receiving, if requested, any reasonably appropriate support documentation for such bills and invoices. Such charges shall be billed as of the end of each calendar month. Each party shall provide the Transition Services to Purchaser upon Purchaser’s request using other at least 60 days' notice of any material increase in the Seller’s (or cost of such Affiliates’) then-current employees, consultants and resources in a commercially reasonable manner using substantially the same quality, standard of care and service levels at which the same or similar services were historically provided prior to the Business. date such increase will take effect. (d) The Seller shall provide parties hereto agree to negotiate in good faith a transition services agreement with respect to services to be provided by the Transition Services Sellers to the Purchaser Frontier LEC Business, or by the Frontier LEC Business to the Sellers, following the Closing consistent with the terms of this Section 4.11. (e) Section 2.5 (by reference to Section 2.7) of the Disclosure Schedule identifies the proposed "Future Allocation" of certain shared or displaced assets or services relating to the Frontier LEC Business between the Companies and Company Subsidiaries, on the one hand, and the Sellers, on the other (the "Scheduled Allocation"). Each of the Buyer and the Sellers agrees to negotiate in good faith such proposed allocations prior to the Closing with a view to creating a final allocation which (A) to the extent there exists an overwhelmingly dominant user or beneficiary of such assets or services, allocates such asset or service to such user or beneficiary, and (B) otherwise equitably allocates such assets and services between the Companies and Company Subsidiaries and the Sellers taking into account the criticality of the function to each, the cost and burden on the party to whom the asset or service is not allocated to replace such function in light of such party's other resources, and the related disruption, and the overall burdens and benefits of the overall allocation. If the Buyer and the Sellers are unable to agree on a cost basis negotiated final allocation, the Scheduled Allocation shall be deemed to constitute the final allocation and the party to whom such asset or service is allocated (which shall not include be the Sellers if no allocation is provided for in the Scheduled Allocation) will provide the other party access to such asset or service as a Transition Service under the provisions of this Section 4.11 on the cost basis described in Section 4.11(c). (f) Consistent with its notice requirements in this Section 4.11, the Buyer at its sole discretion may choose to migrate any allocation of overheard or other indirect costs), plus the amount of all value-added, sales, use, excise, transfer or other similar Taxes incurred with respect to provision of the Transition Services or imposed on or billing, ordering, provisioning and other operations support systems being provided under the transition services arrangement in accordance with respect to any amounts payable Schedule 4.11 to the Seller pursuant to this Section 6.11, which, for the avoidance of doubt, shall be borne by the Purchaser, and shall provide a monthly invoice in arrears to the Purchaser reflecting the Transition Services provided during such prior monthBuyer's own platforms. The Purchaser agrees to remit payment to the Seller for such Transition Services within thirty (30) days of receipt of each monthly invoice; provided, that the Seller may suspend the provision of Transition Services at any time if the Purchaser fails to pay any monthly invoice when due. Without limiting the generality of the foregoing, and for the avoidance of doubt, the Parties agree that neither the Seller nor any of Sellers will use its Affiliates shall be obligated to hire or retain additional staff or engage consultants or to make special reasonable best efforts to hire comply with reasonable data requests (including requests for electronic source data) for information that is necessary to map, convert and integrate such systems into the Buyer's or retain current staff or engage consultants its vendor's platforms. The Sellers also agree to use its reasonable best efforts to provide the Transition Services. For the avoidance of doubt, the Purchaser may terminate the Transition Services (or any portion thereof) at any time during the Transition Period. (b) The Seller makes no express or implied representations, warranties or guarantees relating applicable information required to migrate all other transition services to the Transition Services Buyer's or its vendor's systems. The Buyer agrees that its requests may not impose a material burden on the operation of the Sellers and their Subsidiaries (including, prior to be performed under this Section 6.11 following the Closing, including any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the Seller shall not have any liability whatsoever to the Purchaser for any Damages caused by, arising out of or resulting from any Transition Services provided under this Agreement after Closing unless caused by the willful misconduct or gross negligence on the part of the Seller, any of its Affiliates or any Seller Indemnified Parties. The Purchaser agrees to indemnify, defend Companies and hold harmless each Seller Indemnified Party from and against any and all Damages (including court costs and reasonable attorneys’ fees) in connection with the Seller’s performance of the Transition Services, EVEN IF SUCH CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, AND EXPENSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENTCompany Subsidiaries), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PARTY; provided, however, that the foregoing shall not apply to the willful misconduct, gross negligence or bad faith of any Seller Indemnified Party.