Common use of Transitional Services Clause in Contracts

Transitional Services. 12.1 The Seller and the Purchaser will use reasonable best efforts and cooperate and act in good faith to mutually agree on any necessary or appropriate transitional services to be provided to the Company Group Members by the Parent and its Affiliates after the Initial Completion Date and to negotiate in good faith and agree, prior to the Initial Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary to allow the Company Group Members to receive such services from the Parent and its Affiliates after the Initial Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) the scope of services shall, save as may otherwise be agreed, be in all material respects the same as those provided as at the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months prior to the Signing Date; (b) the services shall be provided for such time as required by the Company Group Member to enable that recipient reasonably to migrate to another provider; (c) the Seller and the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorizations and approvals necessary for the services to be provided in accordance with Law; and (d) subject to any change to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 12.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including information technology services) provided by the Retained Group to the Company Group during the 12 months immediately preceding Initial Completion shall continue to be provided to the Company Group, after Initial Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the Company Group at the Signing Date. 12.3 Where a Related Party Contract gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such right except as set forth in Schedule 12.3 of the Disclosure Letter. 12.4 Parent and Seller shall provide, and shall procure that each member of the Retained Group provides, Purchaser, its Affiliates and their professional advisers with such access to their premises, systems, personnel and records (including information and data relating to the performance and costing of services, and the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Related Party Contract. 12.5 At the Purchaser’s request, the Seller and Purchaser shall act in good faith to negotiate and agree (with effect from the Initial Completion Date) such amendments to any Related Party Contract (other than the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust, the Litigation Agreement and any other Transaction Agreement) as may be reasonably required by the Purchaser. 12.6 For the avoidance of doubt, the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust shall not terminate as a consequence of the Initial Completion or the Subsequent Completion, if applicable.

Transitional Services. 12.1 The (a) Subject to Sections 5.5(a) and (b), for a period of 60 days following the Closing Date, the Seller shall provide and furnish to the Buyer, as and when reasonably requested by the Buyer, the following services and functions (the "Transitional Services"): (i) the provision of legal, tax and accounting support services, human resources and employee benefits management services, and billing and collection of accounts receivable services; (ii) hosting and maintenance of the Technology Business Equipment (including computer servicers), and all reasonable assistance for the relocation of the Technology Business Equipment (including computer servicers), to the Buyer's facilities as promptly as practicable following the Closing; and (iii) assistance in connection with the orderly transition of the Transferred Intellectual Property and the Purchaser will use reasonable best efforts and cooperate and act in good faith to mutually agree on any necessary or appropriate transitional services to be provided customers of the Technology Business to the Company Group Members Buyer. (b) The parties acknowledge and agree that the Transitional Services are intended to permit the Buyer to operate and conduct the Technology Business in the ordinary course following the Closing and, accordingly, (i) the scope and extent of the Transitional Services provided and furnished by the Parent Seller shall be similar to the scope and its Affiliates after extent of such services and functions provided by the Initial Completion Date and Seller to negotiate in good faith and agree, the Technology Business prior to the Initial Completion Date Closing, (ii) except as otherwise agreed by the parties in writing, the Seller shall not be required to hire or retain any personnel solely for the purpose of providing Transitional Services, and on arm’s(iii) the Seller shall not be required to provide any Transitional Services the provision of which interferes in any material respect with operations of the Seller's continuing businesses. The Buyer may, at any time and at its discretion, direct the Seller to discontinue or reduce the extent of any particular Transitional Service provided or furnished by the Seller pursuant to this Section 5.5. The Seller shall provide and furnish the Transitional Services as an independent contractor and in accordance with the Seller's own standards and in compliance with Applicable Laws. (c) The Buyer shall reimburse the Seller for all its reasonable out-length termsof-pocket expenses incurred in the provision of Transitional Services, such transitional services agreement or agreements as may be necessary excluding salaries of and compensation to allow the Company Group Members to receive such services from the Parent and its Affiliates after the Initial Completion Date on the following terms, together with such other terms as may be agreed upon by employees of the Seller and the Purchaser: overhead and general, selling and administrative expenses of the Seller; provided that (ai) the scope Seller shall have received the consent of services shall, save as may otherwise be agreed, be the Buyer to any expense in all material respects the same as those provided as at the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months excess of $5,000 prior to the Signing Date; incurrence thereof (b) and if the services shall be provided for such time as required by the Company Group Member to enable that recipient reasonably to migrate to another provider; (c) the Seller and the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorizations and approvals necessary for the services to be provided in accordance with Law; and (d) subject to any change to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 12.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including information technology services) provided by the Retained Group to the Company Group during the 12 months immediately preceding Initial Completion shall continue to be provided to the Company Group, after Initial Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the Company Group at the Signing Date. 12.3 Where a Related Party Contract gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member Buyer does not exercise such right except as set forth in Schedule 12.3 of the Disclosure Letter. 12.4 Parent and Seller shall provide, and shall procure that each member of the Retained Group provides, Purchaser, grant its Affiliates and their professional advisers with such access to their premises, systems, personnel and records (including information and data relating to the performance and costing of services, and the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Related Party Contract. 12.5 At the Purchaser’s requestconsent, the Seller shall not be required to provide or furnish the applicable Transitional Service), and Purchaser (ii) the Buyer shall act in good faith to negotiate reimburse the Seller for all its compensation expenses (including salary, bonus, benefits and agree (with effect from other payroll costs) for the Initial Completion Date) such amendments to any Related Party Contract (other than the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust, the Litigation Agreement and any other Transaction Agreement) as may be reasonably required personnel retained by the Purchaser. 12.6 For Seller at the avoidance of doubt, the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust shall not terminate as a consequence written request of the Initial Completion or Buyer solely for the Subsequent Completion, if applicablepurpose of providing Transitional Services. The Seller shall invoice all amounts owed by the Buyer under this Section 5.5 not more frequently than monthly and not less frequently than quarterly. The Buyer shall pay all such invoices within ten days following their receipt.

Transitional Services. 12.1 The Seller (a) For a period of six (6) months following the Closing Date Sellers will be entitled to continue to use the offices currently occupied by ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at the Dallas, Texas plant, for administrative and accounting functions connected with the wind-up of Sellers' participation in the Business. Sellers will reimburse Buyer on a fair and equitable basis for variable costs associated with the use of this space such as telephone, janitorial, maintenance, utilities, etc. Also during a period of up to six (6) months following the Closing, Sellers shall be entitled, to the extent such systems are still functional and access is practical, to continued access to the computerized accounting system of the Business for the purpose of preparing tax returns and securities filings, etc.; provided, however, that appropriate security measures must be in place to safeguard both Buyer's and Sellers' information and Sellers shall pay Buyer an equitable and fair share of the cost of maintaining the system. If Buyer discontinues the use of the computerized accounting system before the expiration of six (6) months following the Closing, Buyer shall cooperate with Sellers in making reasonable arrangements to preserve and transfer Sellers' information. (b) With respect to the files, records and other documents constituting part of the Acquired Assets, for a period of five (5) years after the Closing Date, Buyer will give Sellers access to such files, records and other documents acquired from Sellers as part of the Acquired Assets and will make its personnel reasonably available for the purpose of providing Sellers, upon Sellers' reasonable request, with assistance in locating information from such records, providing appropriate verifications of documents and information, developing information, reports, submissions and the Purchaser will use reasonable best efforts and cooperate and act in good faith like relating to mutually agree on any necessary or appropriate transitional services to be provided to Sellers' operation of the Company Group Members by the Parent and its Affiliates after the Initial Completion Date and to negotiate in good faith and agree, Business prior to the Initial Completion Date Closing, or otherwise providing reasonable assistance which the parties mutually deem appropriate, provided, however, that Buyer shall be under no obligation to retain any such files, records and on arm’s-length terms, such transitional services agreement or agreements as may be necessary to allow other documents beyond the Company Group Members to receive such services from the Parent periods of time applicable under Buyer's records retention policies and its Affiliates after the Initial Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) the scope of services shall, save as may otherwise be agreed, be in all material respects the same as those provided as at the Signing Dateprocedures, and shall be provided using under no obligation to retain employees not otherwise needed for the operation of the Business. The reasonable skill and care and hourly cost to a standard no less than that to which those services were provided Buyer of personnel engaged in the twelve months prior to the Signing Date; (b) the services activities for Sellers shall be provided for such time as required reimbursed by the Company Group Member Sellers to enable that recipient reasonably to migrate to another provider; (c) the Seller and the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorizations and approvals necessary for the services to be provided in accordance with Law; and (d) subject to any change to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing DateBuyer. 12.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including information technology services) provided by the Retained Group to the Company Group during the 12 months immediately preceding Initial Completion shall continue to be provided to the Company Group, after Initial Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the Company Group at the Signing Date. 12.3 Where a Related Party Contract gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such right except as set forth in Schedule 12.3 of the Disclosure Letter. 12.4 Parent and Seller shall provide, and shall procure that each member of the Retained Group provides, Purchaser, its Affiliates and their professional advisers with such access to their premises, systems, personnel and records (including information and data relating to the performance and costing of services, and the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Related Party Contract. 12.5 At the Purchaser’s request, the Seller and Purchaser shall act in good faith to negotiate and agree (with effect from the Initial Completion Date) such amendments to any Related Party Contract (other than the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust, the Litigation Agreement and any other Transaction Agreement) as may be reasonably required by the Purchaser. 12.6 For the avoidance of doubt, the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust shall not terminate as a consequence of the Initial Completion or the Subsequent Completion, if applicable.

Transitional Services. 12.1 The Seller and the Purchaser will use reasonable best efforts and cooperate and act in good faith to mutually agree on any necessary or appropriate transitional services to be provided to the Company Group Members by the Parent and its Affiliates after the Initial Completion Date and to negotiate in good faith and agree, prior to the Initial Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary to allow the Company Group Members to receive such services from the Parent and its Affiliates after the Initial Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) At the scope Closing, Sellers and the relevant Subsidiaries of Sellers and Purchaser shall execute and deliver transitional services shallagreements (the "Transitional Services Agreements") pursuant to which for periods of up to 12 months following the Closing Date (i) Sellers and the relevant Subsidiaries of Sellers shall provide to Purchaser certain transitional services, save as may otherwise be agreedincluding, be in all material respects the same as those provided as at the Signing Datewithout limitation, computer and software services, and (ii) Purchaser shall provide to Sellers and the relevant Subsidiaries of Sellers, certain transitional services, in each case, on the terms to be provided using reasonable skill and care and to a standard no less than that to which those services were provided set forth in the twelve months prior Transitional Services Agreements. In addition, Sellers agree that if requested by Purchaser, Sellers will and will cause the Subsidiaries of NY12528: 107491.4 Sellers, pursuant to the Signing Date;terms of the Transitional Services Agreements, to handle on behalf of Purchaser ▇▇▇▇▇▇▇▇ and collections from wholesalers and control states for a period not to exceed 180 days after Closing. (b) Sellers will, and will cause Subsidiaries of Sellers to, cooperate with Purchaser in its reasonable requests for information and assistance with respect to the services transfer or issuance of all liquor production, distribution and marketing licenses and other authorizations from applicable Government Authorities with respect to the Businesses. Following the Closing and if so requested by Purchaser, Sellers and Subsidiaries of Sellers shall, to the extent permitted by Law, maintain in effect, at Purchaser's expense, all licenses, permits, authorizations, and approvals relating to the Businesses which Purchaser has been unable to obtain using reasonable efforts and shall be provided permit Purchaser, for such time reasonable period, not to exceed one year, as required by the Company Group Member to enable that recipient reasonably to migrate to another provider; (c) the Seller and the Purchaser shall cooperate with a view to procuring all third partylacks such licenses, governmental and regulatory consentspermits, authorizations and approvals necessary for approvals, to act as the services to be provided in accordance with Law; and (d) subject to any change to the services agreed between the Seller agent of Sellers and the Purchaser Subsidiaries of Sellers and to exercise Sellers' and Subsidiaries of Sellers' rights and privileges thereunder. Purchaser shall indemnify, defend and hold harmless Sellers Indemnified Parties from, against and in respect of all Losses sustained, incurred, suffered by or asserted against any reasonably and proportionate pass-through of any increases in the costs Sellers Indemnified Parties relating to or arising out of third parties used to provide the services, the charging basis for such services Purchaser's actions as agent pursuant hereto. The provisions of Section 7.4 shall apply in all material respects be the same as the charging basis for those services in twelve months prior to the Signing DatePurchaser's indemnification obligation pursuant to this Section 5.16(b). 12.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including information technology services) provided by the Retained Group to the Company Group during the 12 months immediately preceding Initial Completion shall continue to be provided to the Company Group, after Initial Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the Company Group at the Signing Date. 12.3 Where a Related Party Contract gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such right except as set forth in Schedule 12.3 of the Disclosure Letter. 12.4 Parent and Seller shall provide, and shall procure that each member of the Retained Group provides, Purchaser, its Affiliates and their professional advisers with such access to their premises, systems, personnel and records (including information and data relating to the performance and costing of services, and the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Related Party Contract. 12.5 At the Purchaser’s request, the Seller and Purchaser shall act in good faith to negotiate and agree (with effect from the Initial Completion Date) such amendments to any Related Party Contract (other than the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust, the Litigation Agreement and any other Transaction Agreement) as may be reasonably required by the Purchaser. 12.6 For the avoidance of doubt, the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust shall not terminate as a consequence of the Initial Completion or the Subsequent Completion, if applicable.

Transitional Services. 12.1 The Seller and the Purchaser will use reasonable best efforts and cooperate and act in good faith to mutually agree on any necessary or appropriate transitional services to be provided to the Company Group Members by the Parent and its Affiliates after the Initial Completion Date and to negotiate in good faith and agree, prior to the Initial Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary to allow the Company Group Members to receive such services from the Parent and its Affiliates after the Initial Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) Seller agrees that it will provide transitional services (the scope “Transitional Services”) to Purchaser, with regard to Purchaser’s sale and distribution of the Purchased Inventory, as provided herein. A detailed list and description of such Transitional Services is set forth in Schedule 5.9 hereto. By way of explanation, but not limitation, such Transitional Services shall include, upon the Closing, certain services shall, save as may otherwise be agreed, be in all material respects connection with the same as those provided as at provision of customer service and the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in distribution of goods. The procedures addressing the twelve months prior to the Signing Date;Transitional Services are set forth on Schedule 5.9. (b) Seller shall provide the services shall Transitional Services for a period to be provided for such time as required determined by Purchaser, but in no event after November 30, 2010, unless the Company Group Member parties mutually agree to enable that recipient reasonably to migrate to another provider;a later date (the “Transition Period”). (c) Purchaser shall bear all reasonable documented expenses relating to the services requested by Purchaser in connection with providing Transitional Services and reimburse the Seller and on a weekly basis within three (3) business days of receiving the invoice from Seller related thereto. Purchaser will pay for all direct expenses for Seller’s Warehouse in Mississippi, except that the cost of the Warehouse manager’s salary shall be split equally between the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorizations and approvals necessary for the services to be provided in accordance with Law; andSeller. (d) subject Seller and Purchaser agree to any change share information and provide each other access to their respective systems, on a confidential basis, to the services agreed between extent necessary to allow Seller to perform the Transitional Services. In furtherance and not in limitation of the foregoing, Seller and the shall cooperate with Purchaser and to any reasonably and proportionate pass-through of any increases in the costs transfer from Seller to Purchaser of third parties used data related to the Business that is reasonably available. Purchaser shall maintain its MIS systems in place and continue to employ MIS personnel to the extent necessary for Seller to provide the servicesTransitional Services during the Transition Period and in order to provide data to Purchaser regarding the post-Closing operation of the Business. (e) Seller shall make its offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, available to Purchaser until November 30, 2010 in connection with the charging basis provision of Transitional Services. (f) Seller shall make the services of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇▇”) available to Purchaser for a period of six (6) months following the Closing Date to assist in the provision of Transitional Services to Purchaser, as well as to provide additional consulting services to Purchaser. Purchaser shall pay Seller a fee of $100,000 for such services (the “▇▇▇▇▇▇▇▇▇ Consulting Fee”), provided that at or promptly after Closing ▇▇▇▇▇▇▇▇▇ executes a confidentiality agreement with Purchaser in form and substance satisfactory to Purchaser, payable in six equal monthly installments commencing on November 1, 2010. In the event that ▇▇▇▇▇▇▇▇▇ does not perform such consulting services for Purchaser, Purchaser shall so advise Seller in all material respects be writing and shall have no obligation to pay any monthly installments of the same as ▇▇▇▇▇▇▇▇▇ Consulting Fee after the charging basis date such notice is delivered. In the event ▇▇▇▇▇▇▇▇▇ ceases to perform services for those services in twelve months Purchaser prior to the Signing Date. 12.2 Until end of a month, Seller and shall refund to Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including information technology services) provided by the Retained Group to the Company Group during the 12 months immediately preceding Initial Completion shall continue to be provided to the Company Group, after Initial Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the Company Group at the Signing Date. 12.3 Where a Related Party Contract gives any member pro rata portion of the Retained Group the right to terminate or vary in any way that agreement as a result monthly installment of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that ▇▇▇▇▇▇▇▇▇ Consulting Fee for such member does not exercise such right except as set forth in Schedule 12.3 of the Disclosure Lettermonth. 12.4 Parent and Seller shall provide, and shall procure that each member of the Retained Group provides, Purchaser, its Affiliates and their professional advisers with such access to their premises, systems, personnel and records (including information and data relating to the performance and costing of services, and the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Related Party Contract. 12.5 At the Purchaser’s request, the Seller and Purchaser shall act in good faith to negotiate and agree (with effect from the Initial Completion Date) such amendments to any Related Party Contract (other than the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust, the Litigation Agreement and any other Transaction Agreement) as may be reasonably required by the Purchaser. 12.6 For the avoidance of doubt, the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust shall not terminate as a consequence of the Initial Completion or the Subsequent Completion, if applicable.

Transitional Services. 12.1 The (a) Subject to and upon the terms and conditions set forth in this Agreement, during the Term, Seller and the Purchaser will use reasonable best efforts and cooperate and act in good faith to mutually agree on any necessary shall provide or appropriate transitional services cause to be provided to Buyer the Company Group Members Transitional Services, including, without limitation, the services referred to on Schedule One attached hereto and incorporated herein by reference. During the Parent and its Affiliates after Term, Seller shall provide Buyer with the Initial Completion Date and same level of support with respect to negotiate in good faith and agree, the Transitional Services that Seller provided to the Division prior to the Initial Completion Date Effective Date, which level of support Seller covenants shall be sufficient to operate the Business during the Term consistent with past practice. In addition, during the Term, Seller shall assist (which assistance shall include, among other things, data conversion, mapping and on arm’s-length termstroubleshooting system startups and/or migrations to new systems) Buyer in connection with Buyer's implementation of its own systems and services to replace the systems and services previously provided by Seller, such transitional services agreement or agreements as may which assistance shall be necessary to allow the Company Group Members to receive such services from the Parent and its Affiliates after the Initial Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) the scope of services shall, save as may otherwise be agreed, be in all material respects the same as those type Seller has historically provided as at for such conversion and implementation issues for the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months prior to the Signing Date;Division. (b) During the Term, Seller shall maintain at Buyer's facilities, at Seller's sole cost and expense, three full-time employees of Seller (the "Transition Employees") to assist Seller in providing Transitional Services to Buyer. The determination of the initial Transition Employees shall be made by Seller and Buyer. If, during the Term, a Transition Employee shall no longer be employed by Seller or Seller otherwise desires to substitute a new Transition Employee, Seller shall use its reasonable efforts to replace such person with another person with similar experience relating to the Division and the services and systems constituting the Transitional Services, which person shall be reasonably acceptable to Buyer. During the Term, the Transition Employees shall be instructed to provide their full time and attention to providing Transitional Services to Buyer and facilitating Buyer's implementation of its own systems and services to replace those previously provided for such time as required by the Company Group Member to enable that recipient reasonably to migrate to another provider;Seller. (c) During the Term, Seller shall maintain in full force and effect any and all leases, licenses, maintenance agreements and other agreements relating to the Business's information management systems and related services existing as of the Effective Date (individually, an "IT Agreement" and collectively, the "IT Agreements"). Buyer shall reimburse Seller for all out-of-pocket costs associated with the maintenance of such IT Agreements provided that (i) the Seller provides Buyer with supporting documentation, in form and substance reasonably satisfactory to Buyer, evidencing Seller's costs therefor and (ii) such costs were, in the Purchaser ordinary course of business, directly billed by Seller or the applicable vendor to the Division prior to the Closing Date. If, during the Term, any IT Agreement expires or is terminated, then (i) Seller shall, at its sole cost and expense, in the case of expiration, renew such IT agreement or, in the case of expiration or termination, replace such IT Agreement with an IT Agreement containing substantially similar terms (each, a "Renewal/Replacement IT Agreement"), (ii) if requested by Buyer, Seller shall cooperate with a view use its reasonable efforts to procuring cause each Renewal/Replacement IT Agreement to permit assignment of such agreement to Buyer at the end of the Term and (iii) if requested by Buyer, Seller shall use its reasonable efforts to facilitate the assignment of any or all third party, governmental Renewal/ Replacement IT Agreements to Buyer. Buyer and regulatory consents, authorizations Seller agree to work together in good faith during the Term to (i) determine whether to renew or replace IT Agreements that expire or have been terminated and approvals necessary for (ii) select the entity or person(s) to provide services under any Renewal/Replacement IT Agreements which entity or person(s) shall in all cases be reasonably acceptable to be provided in accordance with Law; andBuyer. (d) subject to Buyer acknowledges and agrees that any change to IT Agreements which perform functions not available with IT Agreements in effect as of the services agreed between Effective Date will be purchased by Buyer at its own expense provided that Seller will provide reasonable assistance with the Seller and the Purchaser and to any reasonably and proportionate pass-through implementation of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 12.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services IT Agreements (including information technology services) provided hardware purchased or leased by the Retained Group to the Company Group during the 12 months immediately preceding Initial Completion shall continue to be provided to the Company Group, after Initial Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the Company Group at the Signing DateBuyer). 12.3 Where a Related Party Contract gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such right except as set forth in Schedule 12.3 of the Disclosure Letter. 12.4 Parent and Seller shall provide, and shall procure that each member of the Retained Group provides, Purchaser, its Affiliates and their professional advisers with such access to their premises, systems, personnel and records (including information and data relating to the performance and costing of services, and the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Related Party Contract. 12.5 At the Purchaser’s request, the Seller and Purchaser shall act in good faith to negotiate and agree (with effect from the Initial Completion Date) such amendments to any Related Party Contract (other than the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust, the Litigation Agreement and any other Transaction Agreement) as may be reasonably required by the Purchaser. 12.6 For the avoidance of doubt, the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust shall not terminate as a consequence of the Initial Completion or the Subsequent Completion, if applicable.