Common use of Information Technology Access Clause in Contracts

Information Technology Access. In furtherance of the Company's agreement in Section 5.3 and to facilitate prompt integration following the Closing of the Company's information technology ("IT") inventory (e.g., voice and data network services and software and hardware, licenses, financial/accounting software, IT budgets, etc.) with Parent's, the Company will provide Parent and its Representatives with access to the Company's IT inventory, as well as the Company's personnel responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's IT systems with Parent's, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent may order, either in Parent's name or the Company's name, any new IT services, hardware and software that Parent believes will be needed at the Company's facilities in order to integrate Parent's and the Company's respective operations following the Closing. The Company will cooperate with Parent in the installation of such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, providing Parent with reasonable access to and use of the Company's appropriate personnel. If necessary, at Parent's request, the Company will place IT systems, hardware and software orders in the Company's name. For clarity, it is the parties' intent not to connect any of the ordered services or systems prior to the Closing. Parent and the Company agree to cooperate with each other to minimize any potential disruption to the Company's business from the IT integration efforts; provided, however, that Parent will not have any liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by Parent's gross negligence or willful misconduct; and provided further that in no event will Parent have any liability to the Company for any indirect, incidental, consequential, special or speculative damages, including, but not limited to, damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent advance notice of the possibility of such damages. If the Closing does not occur, other than because of the Company's breach of the Merger Agreement, Parent will reimburse the Company for its reasonable and documented out-of-pocket costs incurred by it in connection with the ordering and installation of IT services, hardware and software. If Parent is so required to reimburse the Company, Parent will own any such hardware and software and will pay for its removal from Company premises. Parent and the Company will cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's business. In addition, if the Closing does not occur, the Company will cooperate with Parent in canceling any orders for IT services, hardware or software and will otherwise act to minimize the costs which might be incurred in connection with the IT integration efforts.

Information Technology Access. In furtherance of the Company's agreement in Section 5.3 and order to facilitate the prompt integration following the Closing into the Purchaser's systems of the Company's information technology ("IT") inventory related to the Business (e.g.including, without limitation, voice and data network services and software and hardware, licenses, financial/accounting software, licenses to the foregoing, and IT budgets, etc.) with Parent's), the Company will shall provide Parent the Purchaser and its Representatives with access to the Company's IT inventory, as well as and the Company's Company personnel responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's IT systems with Parentthe Purchaser's, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent the Purchaser may order, either order in Parentthe Purchaser's name or the Company's name, any new IT services, hardware and software that Parent the Purchaser believes will be needed at the Company's facilities in order to integrate Parentthe Purchaser's and the Company's respective operations following the Closing. The Company will shall cooperate with Parent the Purchaser in the installation of such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, including providing Parent the Purchaser with reasonable access to and use of the Company's appropriate Company personnel. If necessary, at Parent's request, the Company will place IT systems, hardware and software orders in the Company's name. For clarity, it is the parties' intent of the Purchaser and the Company not to connect any of the ordered services or systems prior to the Closing. Parent The Purchaser and the Company agree to cooperate with each other to minimize any potential disruption to the Company's business from the IT integration efforts; provided, however, that Parent will the Purchaser shall not have any liability Liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by Parentthe Purchaser's gross negligence or willful misconduct; and provided further that in no event will Parent have any liability to the Company for any indirect, incidental, consequential, special or speculative damages, including, but not limited to, damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent advance notice of the possibility of such damages. If the Closing does not occur, other than because of the Company's breach of the Merger this Agreement, Parent will the Purchaser shall reimburse the Company for its reasonable and documented out-of-pocket costs incurred by it the Company in connection with the ordering and installation of Purchaser-authorized IT services, hardware and software. If Parent the Purchaser is so required to reimburse the Company, Parent will the Purchaser shall own any such hardware and software and will shall pay for its removal from Company premises. Parent The Purchaser and the Company will shall cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's business. In addition, if the Closing does not occur, the Company will shall cooperate with Parent the Purchaser in canceling any orders for IT services, hardware or software and will shall otherwise act to minimize the costs which might be incurred in connection with the IT integration efforts.

Information Technology Access. In furtherance of the Company's agreement in Section 5.3 6.3 and to facilitate prompt integration following the Closing of the Company's information technology ("IT") inventory (e.g.E.G., voice and data network services and software and hardware, licenses, financial/accounting software, IT budgets, etc.) with ParentAcquiror's, the Company will provide Parent Acquiror and its Representatives with access to the Company's IT inventory, as well as the Company's personnel responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's IT systems with ParentAcquiror's, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent Acquiror may order, either in ParentAcquiror's name or the Company's name, any new IT services, hardware and software that Parent Acquiror believes will be needed at the Company's facilities in order to integrate ParentAcquiror's and the Company's respective operations following the Closing. The Company will cooperate with Parent Acquiror in the installation of such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, providing Parent Acquiror with reasonable access to and use of the Company's appropriate personnel. If necessary, at ParentAcquiror's request, the Company will place IT systems, hardware and software orders in the Company's name. For clarity, it is the parties' intent not to connect any of the ordered services or systems prior to the Closing. Parent Acquiror and the Company agree to cooperate with each other to minimize any potential disruption to the Company's business from the IT integration efforts; providedPROVIDED, howeverHOWEVER, that Parent Acquiror will not have any liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by ParentAcquiror's gross negligence or willful misconduct; and provided further and, PROVIDED, FURTHER, that in no event will Parent Acquiror have any liability to the Company for any indirect, incidental, consequential, special or speculative damages, including, but not limited to, damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent Acquiror advance notice of the possibility of such damages. If the Closing does not occur, other than because of the Company's breach of the Merger this Agreement, Parent Acquiror will reimburse the Company for its reasonable and documented out-of-pocket costs incurred by it in connection with the ordering and installation of IT services, hardware and software. If Parent Acquiror is so required to reimburse the Company, Parent Acquiror will own any such hardware and software and will pay for its removal from Company premises. Parent Acquiror and the Company will cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's business. In addition, if the Closing does not occur, the Company will cooperate with Parent Acquiror in canceling any orders for IT services, hardware or software and will otherwise act to minimize the costs which might be incurred in connection with the IT integration efforts.

Information Technology Access. In furtherance of the Company's agreement in Section 5.3 and to facilitate prompt integration following the Closing of the Company's information technology ("IT") inventory (e.g., voice and data network services and software 49 57 and hardware, licenses, financial/accounting software, IT budgets, etc.) with ParentBroadcom's, the Company will provide Parent Broadcom and its Representatives with reasonable access to the Company's IT inventory, as well as the Company's personnel responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's IT systems with ParentBroadcom's, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent Broadcom may order, either in ParentBroadcom's name or or, if required by the vendor, the Company's name, any new IT services, hardware and software that Parent Broadcom believes will be needed at the Company's facilities in order to integrate ParentBroadcom's and the Company's respective operations following the Closing. The Except to the extent that the Company reasonably believes that such installation will more than insubstantially disrupt its business, the Company will cooperate with Parent Broadcom in the installation of such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, providing Parent Broadcom with reasonable access to and use of the Company's appropriate personnel; provided, however, that any such IT systems may not be installed by Broadcom employees or consultants without the Company's consent, which shall not be unreasonably withheld. If necessaryrequired by the vendor, at ParentBroadcom's request, the Company will place IT systems, hardware and software orders in the Company's name. For clarity, it is the parties' intent not to connect any of the ordered services or systems prior to the Closing. Parent Broadcom and the Company agree to cooperate with each other to minimize any potential disruption to the Company's business from the IT integration efforts; provided, however, that Parent Broadcom will not have any liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by ParentBroadcom's gross negligence or willful misconduct; and provided further that in no event will Parent Broadcom have any liability to the Company for any indirect, incidental, consequential, special or speculative damages, including, but not limited to, damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent Broadcom advance notice of the possibility of such damages. If the Closing does not occur, other than because of the Company's breach of the Merger Agreement, Parent Broadcom will reimburse the Company for its reasonable and documented out-of-pocket costs incurred by it in connection with the ordering and installation of IT services, hardware and software. If Parent Broadcom is so required to reimburse the Company, Parent Broadcom will own any such hardware and software and will pay for its removal from Company premises. Parent Broadcom and the Company will cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's business. In addition, if the Closing does not occur, the Company will cooperate with Parent Broadcom in canceling any orders for IT services, hardware or software and will otherwise act to minimize the costs which might be incurred in connection with the IT integration efforts.

Information Technology Access. In furtherance of the Company's agreement in Section 5.3 and to facilitate prompt integration following the Closing of the Company's information technology ("IT") inventory (e.g., voice and data network services and software and hardware, licenses, financial/accounting software, IT budgets, etc.) with ParentBroadcom's, the Company will provide Parent Broadcom and its Representatives with access to the Company's IT inventory, as well as the Company's personnel responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's IT systems with ParentBroadcom's, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent Broadcom may order, either order in Parent's name or the CompanyBroadcom's name, any new IT services, hardware and software that Parent Broadcom believes will be needed at the Company's facilities in order to integrate ParentBroadcom's and the Company's respective operations following the Closing. The Company or Broadcom, under the Company's direction, will cooperate with Parent in the installation of install such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, providing Parent with reasonable access to and use of the Company's appropriate personnel. If necessary, at Parent's request, the Company will place IT systems, hardware and software orders in the Company's name. For clarity, it is the parties' intent not to connect any of the ordered services or systems prior to the Closing. Parent Broadcom and the Company agree to cooperate with each other to minimize any potential disruption to the Company's business from the IT integration efforts; provided, however, except as provided below, that Parent Broadcom will not have any liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by ParentBroadcom's gross negligence or willful misconduct; and provided further that in no event misconduct If the Closing does not occur, other than because of the Company's breach of the Merger Agreement, Broadcom will Parent have any liability to reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the ordering and installation of IT services, hardware and software, restoration of the Company's premises to its original condition prior to such installation and any indirect, incidental, consequential, special or speculative damages, including, but not limited to, including damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent Broadcom advance notice of the possibility of such damages. If the Closing does not occur, other than because of the CompanyBroadcom's breach of the Merger Agreement, Parent the Company will reimburse the Company Broadcom for its any reasonable and documented out-of-pocket costs incurred by it Broadcom in connection with the ordering and installation retention by the Company of any IT services, hardware and softwareor software installed by Broadcom or its agents after the date of this Agreement. If Parent Broadcom is so required to reimburse the Company, Parent Broadcom will own any such hardware and software and will pay for its removal from Company premises. Parent Broadcom and the Company will cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's business. In addition, if the Closing does not occur, the Company will cooperate with Parent Broadcom in canceling any orders for IT services, hardware or software and will otherwise act to minimize the costs which might be incurred in connection with the IT integration efforts.

Information Technology Access. In furtherance To facilitate prompt integration of the Company's agreement in Section 5.3 and to facilitate prompt integration following the Closing of the Company's ’s information technology ("“IT"”) inventory (e.g., voice and data network services and software and hardware, licenses, financial/accounting software, IT budgets, etc.) with Parent's’s IT following the Closing, the Company will provide Parent and its Representatives agents, employees and representatives with access to the Company's ’s IT inventory, as well as the Company's ’s personnel responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's ’s IT systems with Parent's’s, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent may order, either in Parent's ’s name or the Company's ’s name, any new IT services, hardware and software that Parent believes will be needed at the Company's ’s facilities in order to integrate Parent's ’s and the Company's ’s respective operations following the Closing. The Company will cooperate with Parent in the installation of installing such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, providing Parent with reasonable access to and use of the Company's ’s appropriate personnel. If necessary; provided, at Parent's requesthowever, the Company will place IT systems, hardware and software orders in the Company's name. For clarity, that it is the parties' intent not to connect any expressly acknowledged and agreed that no portion, in whole or in part of the ordered services Company IT systems shall be connected or coupled to Parent’s IT systems prior to the Closing. Parent and the Company agree to cooperate with each other to minimize any potential disruption to the Company's ’s business from the these IT preparation and integration efforts; provided, however, that Parent will not have any liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by Parent's ’s gross negligence or willful misconduct; and provided further provided, further, that in no event will Parent have any liability to the Company for any indirect, incidental, consequential, special or speculative damages, including, but not limited to, damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent advance notice of the possibility of such damages. The Company shall have the right to immediately cease all preparation and integration efforts, if, in the Company’s sole and reasonable assessment and after consultation with Parent, such continued activity may result in material damage to the Company. If the Closing does not occur, other than because of the Company's ’s breach of the Merger this Agreement, Parent will reimburse the Company for its reasonable and documented out-of-pocket costs incurred by it in connection with the ordering and installation of IT services, hardware and software, payable upon the valid transfer of title in and possession of such items to Parent in a manner reasonably acceptable to Parent. If Parent is so required to reimburse the Company, Parent will own In any such hardware and software and will pay for its removal from Company premises. event, Parent and the Company will cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's ’s business. In addition, if the Closing does not occur, the Company will cooperate with Parent in canceling any orders for IT services, hardware or software and will otherwise act execute and deliver all documents and instruments, and take such further actions, as may be necessary or desirable to minimize the costs which might be incurred in connection with the IT preparation and integration efforts.

Information Technology Access. In furtherance of the Company's agreement in Section 5.3 and to facilitate prompt integration following the Closing of the Company's information technology ("IT") inventory (e.g., voice and data network services and software and hardware, licenses, financial/accounting software, IT budgets, etc.) with ParentBroadcom's, the Company will provide Parent Broadcom and its Representatives with access to the Company's IT inventory, as well as the Company's personnel responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's IT systems with ParentBroadcom's, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent Broadcom may order, either order in Parent's name or the CompanyBroadcom's name, any new IT services, hardware and software that Parent Broadcom believes will be needed at the Company's facilities in order to integrate ParentBroadcom's and the Company's respective operations following the Closing. The Company or Broadcom, under the Company's direction, will cooperate with Parent in the installation of install such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, providing Parent with reasonable access to and use of the Company's appropriate personnel. If necessary, at Parent's request, the Company will place IT systems, hardware and software orders in the Company's name. For clarity, it is the parties' intent not to connect any of the ordered services or systems prior to the Closing. Parent Broadcom and the Company agree to cooperate with each other to minimize any potential disruption to the Company's business from the IT integration efforts; provided, however, except as provided below, that Parent Broadcom will not have any liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by ParentBroadcom's gross negligence or willful misconduct; and provided further that in no event misconduct If the Closing does not occur, other than because of the Company's breach of the Merger Agreement, Broadcom will Parent have any liability to reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the ordering and installation of IT services, hardware and software, restoration of the Company's premises to its original condition prior to such installation and any indirect, incidental, consequential, special or speculative damages, including, but not limited to, including damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent Broadcom advance notice of the possibility of such damages. If the Closing does not occur, other than because of the CompanyBroadcom's breach of the Merger Agreement, Parent the Company will reimburse the Company Broadcom for its any reasonable and documented out-of-pocket costs incurred by it Broadcom in connection with the ordering and installation retention by the Company of any IT services, hardware and softwareor software installed by Broadcom or its agents after the date of this Agreement. If Parent Broadcom is so required to reimburse the Company, Parent Broadcom will own any such hardware and software and will pay for its removal from Company premises. Parent Broadcom and the Company will cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's business. In addition, if the Closing does not occur, the Company will cooperate with Parent Broadcom in canceling any orders for IT services, hardware or software and will otherwise act to minimize the costs which might be incurred in connection with the IT integration efforts.. 47 52

Information Technology Access. In furtherance of the Company's agreement in Section 5.3 and to facilitate prompt integration following the Closing of the Company's information technology ("IT") inventory (e.g., voice and data network services and software and hardware, licenses, financial/accounting software, IT budgets, etc.) with ParentNew Focus's, the Company will provide Parent New Focus and its Representatives with access to the Company's IT inventory, as well as the Company's personnel responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's IT systems with ParentNew Focus's, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent New Focus may order, either in ParentNew Focus's name or or, if required by the vendor, the Company's name, any new IT services, hardware and software that Parent New Focus believes will be needed at the Company's facilities in order to integrate ParentNew Focus's and the Company's respective operations following the Closing. The Company will cooperate with Parent New Focus in the installation of such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, including providing Parent New Focus with reasonable access to and use of the Company's appropriate personnel. If necessaryrequired by the vendor, at ParentNew Focus's request, the Company will place IT systems, hardware and software orders in the Company's name. For clarity, it is the parties' intent not to connect any of the ordered services or systems prior to the Closing. Parent New Focus and the Company agree to cooperate with each other to minimize any potential disruption to the Company's business from the IT integration efforts; provided, however, that Parent New Focus will not have any liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by ParentNew Focus's gross negligence or willful misconduct; and provided further that in no event will Parent New Focus have any liability to the Company for any indirect, incidental, consequential, special or speculative damages, including, but not limited to, including damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent New Focus advance notice of the possibility of such damages. If the Closing does not occur, other than because of the Company's breach of the Merger Agreement, Parent New Focus will reimburse the Company for its reasonable and documented out-of-pocket costs incurred by it in connection with the ordering and installation of IT services, hardware and software. If Parent New Focus is so required to reimburse the Company, Parent New Focus will own any such hardware and software and will pay for its removal from Company premises. Parent New Focus and the Company will cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's business. In addition, if the Closing does not occur, the Company will cooperate with Parent New Focus in canceling any orders for IT services, hardware or software and will otherwise act to minimize the costs which might be incurred in connection with the IT integration efforts.

Information Technology Access. In furtherance of the Company's agreement in Section 5.3 6.3 and to facilitate prompt integration following the Closing of the Company's information technology ("IT") inventory (e.g., voice and data network services and software and hardware, licenses, financial/accounting software, IT budgets, etc.) with ParentAcquiror's, the Company will provide Parent Acquiror and its Representatives with access to the Company's IT inventory, as well as the Company's personnel responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's IT systems with ParentAcquiror's, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent Acquiror may order, either in ParentAcquiror's name or the Company's name, any new IT services, hardware and software that Parent Acquiror believes will be needed at the Company's facilities in order to integrate ParentAcquiror's and the Company's respective operations following the Closing. The Company will cooperate with Parent Acquiror in the installation of such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, providing Parent Acquiror with reasonable access to and use of the Company's appropriate personnel. If necessary, at ParentAcquiror's request, the Company will place IT systems, hardware and software orders in the Company's name. For clarity, it is the parties' intent not to connect any of the ordered services or systems prior to the Closing. Parent Acquiror and the Company agree to cooperate with each other to minimize any potential disruption to the Company's business from the IT integration efforts; providedPROVIDED, howeverHOWEVER, that Parent Acquiror will not have any liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by ParentAcquiror's gross negligence or willful misconduct; and provided further and, PROVIDED, FURTHER, that in no event will Parent Acquiror have any liability to the Company for any indirect, incidental, consequential, special or speculative damages, including, but not limited to, damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent Acquiror advance notice of the possibility of such damages. If the Closing does not occur, other than because of the Company's breach of the Merger this Agreement, Parent Acquiror will reimburse the Company for its reasonable and documented out-of-pocket costs incurred by it in connection with the ordering and installation of IT services, hardware and software. If Parent Acquiror is so required to reimburse the Company, Parent Acquiror will own any such hardware and software and will pay for its removal from Company premises. Parent Acquiror and the Company will cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's business. In addition, if the Closing does not occur, the Company will cooperate with Parent Acquiror in canceling any orders for IT services, hardware or software and will otherwise act to minimize the costs which might be incurred in connection with the IT integration efforts.

Information Technology Access. In furtherance of Subject in all cases to the Company's agreement obligations of confidentiality with respect to third-party confidential information, in furtherance of Section 5.3 and to facilitate prompt integration following the Closing of the Company's information technology ("IT") inventory (e.g., voice and data network services and software and hardware, licenses, financial/accounting software, IT budgets, etc.) with Parent's, the Company will will, between the date of this Agreement and the Closing Date, provide Parent and its Representatives with access to the Company's IT inventory, as well as the Company's personnel responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's IT systems with Parent's, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent may order, between the date of this Agreement and the Closing Date, either in Parent's name or or, if required by the vendor, the Company's name, any new IT services, hardware and software that Parent believes will be needed at the Company's facilities in order to integrate coordinate Parent's and the Company's respective operations following the Closing. The Company Company, between the date of this Agreement and the Closing Date, will cooperate with Parent in the installation of such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, including providing Parent with reasonable access to and use of the Company's appropriate Company personnel. If necessaryrequired by the vendor, at Parent's request, the Company Company, between the date of this Agreement and the Closing Date, will place IT systems, hardware and software orders in the Company's name. For clarity, it is the parties' intent not to connect any of the ordered services or systems prior to the Closing. Parent and the Company agree to cooperate cooperate, between the date of this Agreement and the Closing Date, with each other to minimize any potential disruption to the Company's business from the IT integration efforts; provided, however, that Parent will not have any liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by Parent's gross negligence or willful misconduct; and provided further that in no event will Parent have any liability to the Company for any indirect, incidental, consequential, special or speculative damages, including, but not limited to, including damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent advance notice of the possibility of such damages. If the -57- 65 Closing does not occur, other than because of the Company's breach of the Merger this Agreement, Parent will reimburse the Company for its reasonable and documented out-of-pocket costs incurred by it in connection with the ordering and installation of IT services, hardware and software. If Parent is so required to reimburse the Company, Parent will own any such hardware and software and will pay for its removal from Company premises. Parent and the Company will cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's business. In addition, if the Closing does not occur, the Company will cooperate with Parent in canceling any orders for IT services, hardware or software and will otherwise act to minimize the costs which might be incurred in connection with the IT integration efforts.

Information Technology Access. In furtherance of the Company's agreement in Section 5.3 and to facilitate prompt integration following the Closing of the Company's information technology ("IT") inventory (e.g., voice and data network services and software and hardware, licenses, financial/accounting software, IT budgets, etc.) with ParentBroadcom's, the Company will provide Parent Broadcom and its Representatives with access to the Company's IT inventory, as well as the Company's personnel responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's IT systems with ParentBroadcom's, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent Broadcom may order, either in ParentBroadcom's name or or, if required by the vendor, the Company's name, any new IT services, hardware and software that Parent Broadcom believes will be needed at the Company's facilities in order to integrate ParentBroadcom's and the Company's respective operations following the Closing. The Company will cooperate with Parent Broadcom in the installation of such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, including providing Parent Broadcom with reasonable access to and use of the Company's appropriate personnel. If necessaryrequired by the vendor, at ParentBroadcom's request, the Company will place IT systems, hardware and software orders in the Company's name. For clarity, it is the parties' intent not to connect any of the ordered services or systems prior to the Closing. Parent Broadcom and the Company agree to cooperate with each other to minimize any potential disruption to the Company's business from the IT integration efforts; provided, however, that Parent Broadcom will not have any liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by ParentBroadcom's gross negligence or willful misconduct; and provided further that in no event will Parent Broadcom have any liability to the Company for any indirect, incidental, consequential, special or speculative damages, including, but not limited to, including damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent Broadcom advance notice of the possibility of such damages. If the Closing does not occur, other than because of the Company's breach of the Merger Agreement, Parent Broadcom will reimburse the Company for its reasonable and documented out-of-pocket costs incurred by it in connection with the ordering and installation of IT services, hardware and software. If Parent Broadcom is so required to reimburse the Company, Parent Broadcom will own any such hardware and software and will pay for its removal from Company premises. Parent Broadcom and the Company will cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's business. In addition, if the Closing does not occur, the Company will cooperate with Parent Broadcom in canceling any orders for IT services, hardware or software and will otherwise act to minimize the costs which might be incurred in connection with the IT integration efforts.

Information Technology Access. In furtherance of the Company's agreement in Section 5.3 and to facilitate prompt integration following the Closing of the Company's information technology ("IT") inventory (e.g., voice and data network services and software and hardware, licenses, financial/accounting software, IT budgets, etc.) with ParentBroadcom's, the Company will provide Parent Broadcom and its Representatives with access to the Company's IT inventoryinventory of the Company and its Subsidiaries, as well as the Company's personnel of the Company and its Subsidiaries responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's IT systems of the Company and its Subsidiaries with ParentBroadcom's, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent Broadcom may order, either in ParentBroadcom's name or or, if required by the vendor, the Company's name, any new IT services, hardware and software that Parent Broadcom believes will be needed at the Company's facilities of the Company and its Subsidiaries in order to integrate Parent's the respective operations of Broadcom, on the one hand, and the Company's respective operations Company and its Subsidiaries, on the other hand, following the Closing. The Company will cooperate with Parent Broadcom in the installation of such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, including providing Parent Broadcom with reasonable access to and use of the Company's appropriate personnelpersonnel of the Company and its Subsidiaries. If necessaryrequired by the vendor, at ParentBroadcom's request, the Company will place IT systems, hardware and software orders in the Company's name. For clarity, it is the parties' intent not to connect any of the ordered services or systems prior to the Closing. Parent Broadcom and the Company agree to cooperate with each other to minimize any potential disruption to the Company's business from the IT integration efforts; provided, however, that Parent Broadcom will not have any liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by Parent's gross negligence or willful misconduct; and provided further that in no event will Parent have any liability to the Company for any indirect, incidental, consequential, special or speculative damages, including, but not limited to, damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent advance notice of the possibility of such damages. If the Closing does not occur, other than because of the Company's breach of the Merger Agreement, Parent will reimburse the Company for its reasonable and documented out-of-pocket costs incurred by it in connection with the ordering and installation of IT services, hardware and software. If Parent is so required to reimburse the Company, Parent will own any such hardware and software and will pay for its removal from Company premises. Parent and the Company will cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's business. In addition, if the Closing does not occur, the Company will cooperate with Parent in canceling any orders for IT services, hardware or software and will otherwise act to minimize the costs which might be incurred in connection with the IT integration efforts.,

Information Technology Access. In furtherance of the Company's agreement in Section 5.3 6.3 and to facilitate prompt integration following the Closing of the Company's information technology ("IT") inventory (e.g., voice and data network services and software and hardware, licenses, financial/accounting software, IT budgets, etc.) with ParentBroadcom's, the Company will provide Parent Broadcom and its Representatives with access to the Company's IT inventory, as well as the Company's personnel responsible for such IT inventory. Because of the substantial lead time that may be required to order and install new software and hardware to integrate the Company's IT systems with ParentBroadcom's, and the importance of a smooth integration of such IT systems promptly after the Closing, the Company agrees that Parent Broadcom may order, either in ParentBroadcom's name or or, if required by the vendor, the Company's name, any new IT services, hardware and software that Parent Broadcom believes will be needed at the Company's facilities in order to integrate ParentBroadcom's and the Company's respective operations following the Closing. The Company will cooperate with Parent Broadcom in the installation of such IT systems, hardware and software prior to and in anticipation of the Closing, including, but not limited to, including providing Parent Broadcom with reasonable access to and use of the Company's appropriate personnel. If necessaryrequired by the vendor, at ParentBroadcom's request, the Company will place IT systems, hardware and software orders in the Company's name. For clarity, it is the parties' intent not to connect any of the ordered services or systems prior to the Closing. Parent Broadcom and the Company agree to cooperate with each other to minimize any potential disruption to the Company's business from the IT integration efforts; provided, however, that Parent Broadcom will not have any liability to the Company for any such disruption or as may otherwise result from the IT integration efforts, except as may be directly caused by ParentBroadcom's gross negligence or willful misconduct; and provided further that in no event will Parent Broadcom have any liability to the Company for any indirect, incidental, consequential, special or speculative damages, including, but not limited to, including damages for loss of profits or use, business interruption or loss of goodwill, irrespective of whether such damages arise under contract, tort, statute or otherwise and whether or not the Company has given Parent Broadcom advance notice of the possibility of such damages. If the Closing does not occur, other than because of the Company's breach of the Merger this Agreement, Parent Broadcom will reimburse the Company for its reasonable and documented out-of-pocket costs incurred by it in connection with the ordering and installation of IT services, hardware and software. If Parent Broadcom is so required to reimburse the Company, Parent Broadcom will own any such hardware and software and will pay for its removal from Company premises. Parent Broadcom and the Company will cooperate in the removal of any such hardware or software so as to minimize any disruption to the Company's business. In addition, if the Closing does not occur, the Company will cooperate with Parent Broadcom in canceling any orders for IT services, hardware or software and will otherwise act to minimize the costs which might be incurred in connection with the IT integration efforts.