Computer Matters. Subject to any policies and procedures provided as set forth in Articles IV and XI above, to the extent that the Transition Services include a party’s access to computer support systems or electronic data storage systems of the other party or its Affiliates, whether on-site or through remote facilities, the accessing party shall use such computer support systems solely for the purpose of providing or receiving Transition Services. An accessing party or its Affiliates shall not access or attempt to access any computer system, electronic file, software or other electronic services other than those specifically required to accomplish or receive the Transition Services required under this Agreement. Under no circumstances shall either party’s personnel access any networks or facilities of the other party for the purpose of accessing other external networks, nor shall any such capabilities for such access be published or made known via any medium, as for example and not by way of limitation, posting on bulletin boards or E-mail. Any such use or publication shall be a material breach of this Agreement. Neither party shall use back doors, data capture routines, games, viruses, worms or Trojan horses, and any intentional introduction of such into the other party’s data networks shall be deemed a material breach of this Agreement. The party receiving access shall limit such access to those of its employees whom the other party has authorized in writing to have such access in connection with this Agreement or the applicable Transition Service, and shall strictly follow all security rules and procedures for use of the providing party’s electronic resources. All user identification numbers and passwords and any information obtained as a result of access to and use of a party’s computer and electronic data storage systems shall be deemed to be, and shall be treated as, Confidential Information under applicable provisions of Article IV. Each party agrees to cooperate with the other in the investigation of any apparent unauthorized access to a party’s computer or electronic data storage systems. Moreover, with respect to any access to or use of Supplier systems or databases, by SpinCo, SpinCo agree to abide by Supplier’s then-current data security practices or requirements applicable to such access.
Computer Matters. 6.4.1 Xxxxx Tulsa will pay all transfer-related costs and be responsible for obtaining, and the Seller shall use commercially reasonable efforts to assist Xxxxx Tulsa in obtaining, the software and other licenses that are listed on Schedule 6.4(a) as allocable to and being acquired by Xxxxx Tulsa (including related software and hardware maintenance agreements to the extent provided in Schedule 6.4(a)) in connection with the use of the computer equipment listed on Schedule 6.4(a), subject to the limitations expressly provided in Schedule 6.4(a).
6.4.2 HEP Tulsa will pay all transfer-related costs and be responsible for obtaining, and the Seller shall use commercially reasonable efforts to assist HEP Tulsa in obtaining, the software and other licenses that are listed on Schedule 6.4(b) as allocable to and being acquired by HEP Tulsa (including related software and hardware maintenance agreements to the extent provided in Schedule 6.4(b)) in connection with the use of the computer equipment listed on Schedule 6.4(b), subject to the limitations expressly provided in Schedule 6.4(b).
Computer Matters. The Buyer will pay all transfer-related costs and be responsible for obtaining, and the Seller shall use commercially reasonable efforts to assist the Buyer in obtaining, the software and other licenses listed on Schedule 6.6 (including related software and hardware maintenance agreements to the extent provided in Schedule 6.6) in connection with the use of the computer equipment listed on Schedule 6.6, subject to the limitations expressly provided in Schedule 6.6, and the Buyer will indemnify and hold the Seller and its Affiliates harmless from any Damages that might arise from the Buyer’s failure to comply with this subsection. Section 6.7
Computer Matters. 6.6.1 In order to permit the Seller to pursue any amounts owed associated with the Sellers’ EPHomeLink program by employees of the Sellers and their Affiliates that are terminated after the Closing, the Buyer shall use commercially reasonable efforts to provide written notice of any Continuing Employees that (a) the Sellers identify in writing are participants in the EPHomeLink program and (b) are terminated within two (2) years of the Closing Date. The Buyer shall provide such notice to the Sellers at the end of each calendar quarter during such two-year period. Notwithstanding anything contained in this Agreement to the contrary, the Sellers shall not be entitled to any rights of indemnification and hereby waive any and all rights to damages with respect to the Buyer’s noncompliance with this Section 6.6.1.
6.6.2 The Buyer will pay all transfer related costs and be responsible for obtaining, and the Sellers shall use commercially reasonable efforts to assist the Buyer in obtaining, the software and other licenses listed on Schedule 6.6.2 (including Related software maintenance agreements to the extent provided in Schedule 6.6.2) in connection with the use of the computer equipment listed on Schedule 6.6.2, subject to the limitations expressly provided in Schedule 6.6.2, and the Buyer will indemnify and hold the Sellers and their Affiliates harmless from any Adverse Consequences that might arise from the Buyer’s failure to comply with this subsection.
Computer Matters. The Buyer acknowledges that the Seller does not own the computer hardware server currently used in the Business and that, pursuant to a lease, Hudiburg Chevrolet, Inc. provides access to its computer hardware sxxxxx xx the Seller. The Seller acknowledges that the Buyer is not purchasing the computer hardware server from the Seller and that the Buyer will not be able to have its own server in place at the Closing. The Seller and the Stockholders agree to take such steps as are necessary to permit the Buyer, upon reasonable terms and conditions, to access and utilize the computer hardware server owned by Hudiburg Chevrolet, Inc. and to cause Hudiburg Chevrolet, Inc. to exxxx xxxo an agreement with the Buyer xx xxxx effect. The Buyer will use commercially reasonable efforts to obtain its own server as soon as reasonably practicable.
Computer Matters. The Buyer acknowledges that the Company does not own the computer hardware server currently used in the Business and that, pursuant to a lease, Hudiburg Chevrolet, Inc. provides access to its computer hardware sxxxxx xx the Company. The Sellers acknowledge that the Buyer is not purchasing the computer hardware server from the Sellers and that the Buyer will not be able to have its own server in place at Closing. The Sellers agree to take such steps as are necessary to permit the Buyer, upon reasonable terms and conditions, to access and utilize the computer hardware server owned by Hudiburg Chevrolet, Inc. and to cause Hudiburg Chevrolet, Inc. to exxxx xxxo an agreement with the Buyer xx xxxx effect. The Buyer will use commercially reasonable efforts to obtain its own server as soon as reasonably practicable.
Computer Matters. For all periods on and after the Closing, the Buyer will secure appropriate software and other licenses to utilize in conjunction with the operation of the computer equipment that is part of the Acquired Assets set forth in Exhibit A and the Buyer shall indemnify and hold the Seller and its Affiliates harmless from any Adverse Consequences that might arise from the Buyer's failure to comply with this subsection. In order to permit the Seller to pursue any amounts owed associated with the Seller's EPHomeLink program by Retained Employees of the Acquired Companies that are terminated after Closing, the Buyer agrees to provide written notice of any employees of the Acquired Companies that (a) the Seller identifies in writing that are participants in the EPHomeLink program and (b) are terminated within two years of the Closing Date. The Buyer shall provide such notice to the Seller at the end of each calendar quarter during such two year period.
Computer Matters. The Buyer acknowledges that it will not purchase the computer hardware server and peripheral computer equipment owned by Jim Glover and currently used in the Business. The Seller and the Sxxxxxxxxxxs acknowledge that the Buyer will not be able to have its own server in place at the Closing. Jim Glover agrees to take such steps as are necessary to permit the Xxxxx, xxon reasonable terms and conditions, to access and utilize the computer hardware server and peripheral equipment owned by him and to enter into an agreement with the Buyer to such effect. The Buyer will use commercially reasonable efforts to obtain its own server as soon as reasonably practicable.
Computer Matters. Schedule 4.18 sets forth a complete and accurate list of all software owned or licensed by Seller in connection with the Business and all related computer hardware used by Seller in connection with the Business. All of the material software programs owned by Seller and to the Knowledge of Seller, all other material software used by Seller and material software programs used by Seller's significant vendors, suppliers and banks, are year 2000 compliant such that attaining the year 2000 will not have a Material Adverse Effect.
Computer Matters. (a) In order to permit the Seller to pursue any amounts owed associated with the Seller’s EPHomeLink program by employees of the Acquired Companies that are terminated after Closing, the Buyer agrees to provide written notice of any employees of the Acquired Companies that (a) the Seller identifies in writing that are participants in the EPHomeLink program and (b) are terminated within two (2) years of the Closing Date. The Buyer shall provide such notice to the Seller at the end of each calendar quarter during such two-year period.
(b) For all periods on and after the Closing, the Buyer will secure appropriate software and other licenses to utilize in conjunction with the operation of the computer equipment that is part of the Subject Assets as set forth in Section 6.5(b) of the Disclosure Schedule and the Buyer shall indemnify and hold the Seller and its Affiliates harmless from any Adverse Consequences that might arise from the Buyer’s failure to comply with this subsection.
