IN ADDITION,
SELLER SHALL ALLOW BUYER TO KEEP CERTAIN BUYER EQUIPMENT IN SELLER'S DATA
CENTER, AND SHALL ALLOW BUYER ACCESS TO THE DATA CENTER IN ORDER FOR BUYER TO
MAINTAIN SUCH EQUIPMENT.
SELLER SHALL COOPERATE WITH BUYER TO MAKE ALL
ARRANGEMENTS REASONABLY NECESSARY, AS DETERMINED BY BUYER, TO FACILITATE THE
PROMPT INTEGRATION OF THE SYSTEMS BUYER HAS ACQUIRED FROM SELLER PURSUANT TO THE
PURCHASE AGREEMENT WITH BUYER'S SYSTEMS, AS REQUIRED FOR BUYER TO CONTINUE TO
OPERATE THE BUSINESS IN SUBSTANTIALLY THE SAME MANNER AS SELLER OPERATED THE
BUSINESS PRIOR TO CLOSING.
THE FOREGOING SHALL INCLUDE THE CONVERSION AND
TRANSFER OF SELLER'S CUSTOMER FILES AND SUPPLIER FILES (EACH WITH RESPECT TO THE
BUSINESS) AND ALL OTHER INFORMATION RELATED TO THE BUSINESS (FROM WHATEVER FORM
SUCH FILES AND INFORMATION CURRENTLY EXIST IN, COMPUTERIZED OR NON-COMPUTERIZED)
TO BUYER'S SYSTEMS.
9.2
SPECIFIC SYSTEMS.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, WITH RESPECT TO THE SPECIFIC SYSTEMS USED IN THE
BUSINESS, THE PARTIES WILL ACT AS FOLLOWS:
(A)
SELLER NETWORK, PHONE SYSTEM AND ACD SYSTEM.
SELLER SHALL, ALLOW BUYER
EMPLOYEES TO CONTINUE USING SELLER NETWORK, PHONE SYSTEM AND AUTOMATED CALL
DISTRIBUTION (ACD) SYSTEM DURING THE LEASE TRANSITION PERIOD.
THE NEW BUYER
EMPLOYEES WILL RETAIN THE SAME PHONES AND PHONE NUMBERS AFTER CLOSING AS THEY
HAD BEFORE CLOSING.
SELLER WILL CHARGE BUYER A PRO-RATED PORTION OF SELLER'S
MONTHLY OPERATION COSTS FOR ITS NETWORK, PHONE SYSTEM AND ACD SYSTEM BASED ON
THE NUMBER OF NEW BUYER EMPLOYEES USING SUCH SYSTEMS AS OF THE CLOSING VERSUS
THE TOTAL NUMBER OF PERSONS USING SUCH SYSTEMS AS OF THE CLOSING.
THE FOREGOING
OPERATION COSTS ARE ITEMIZED IN SCHEDULE 9.2(A) AND SHALL NOT BE MODIFIED
WITHOUT THE CONSENT OF BOTH PARTIES.
BUYER MAY TERMINATE ANY OR ALL OF THE
NETWORK, PHONE SYSTEM OR ACD SYSTEM SHARING ARRANGEMENTS UPON THIRTY (30) DAYS
NOTICE TO SELLER, IN WHICH EVENT BUYER SHALL NO LONGER PAY ANY PORTION OF THE
APPLICABLE OPERATION COSTS.
(B)
GENERAL OFFICE SYSTEMS.
BUYER EMPLOYEES WORKING IN THE OFFICE SPACE OR THE
WAREHOUSE SPACE SHALL RETAIN ACCESS TO SELLER'S GENERAL OFFICE SOFTWARE (E.G.,
E-MAIL, PRINT FUNCTIONALITY, WORD PROCESSING, ETC.) AND TO SELLER'S VOICEMAIL
SYSTEM UNTIL SUCH TIME AS BUYER HAS ESTABLISHED CONNECTIVITY BETWEEN THE OFFICE
SPACE AND WAREHOUSE SPACE AND BUYER'S NETWORK AND HAS PROVIDED BUYER EMPLOYEES
LOCATED AT THE OFFICE SPACE AND WAREHOUSE SPACE ACCESS TO THE EQUIVALENT BUYER
OFFICE SOFTWARE ON BUYER'S NETWORK.
BUYER SHALL USE
15
COMMERCIALLY REASONABLE EFFORTS TO ESTABLISH SUCH CONNECTIVITY AND PROVIDE SUCH
ACCESS IN AN EXPEDITIOUS MANNER.
(C)
SCOPUS.
SELLER SHALL OBTAIN CONSENT TO ASSIGN TWENTY (20) SCOPUS LICENSES
TO BUYER NO LATER THAN TEN (10) BUSINESS DAYS AFTER CLOSING.
(I)
IN THE EVENT THAT SELLER OBTAINS SUCH
SCOPUS LICENSES WITHIN SUCH PERIOD, THEN WITHIN THIRTY (30) DAYS AFTER CLOSING,
SELLER SHALL SEGREGATE THE SCOPUS DATABASE INTO TWO INSTANCES AND TRANSFER ONE
TO BUYER.
PRIOR TO SUCH TRANSFER, SELLER MAY PURGE THE BUYER'S INSTANCE OF THE
SCOPUS DATABASE OF ANY INFORMATION NOT RELATED TO OR REASONABLY NECESSARY FOR
THE CONDUCT OF THE BUSINESS