CERTAIN SOFTWARE LICENSES. On the Closing Date, the Seller shall transfer and assign all the Software Licenses (as defined below) to FRC. The Seller shall take all action necessary (including, without limitation, making any required payments) to assure that any and all software licenses relating to the SICS Reinsurance System (the "SOFTWARE LICENSES") are in full force and effect and usable by the Company on the Closing Date and, subject to the consent referenced in Section 5.05(b) of the Disclosure Schedule, by FRC after the Closing Date. Anything in this Agreement to the contrary notwithstanding, the Seller hereby agrees to indemnify the Purchaser against and hold the Purchaser harmless, dollar for dollar, from and shall pay any and all claims, losses, damages, expenses, obligations and Liabilities (including costs of investigation, reasonable attorney's fees and expenses and other costs of defense) arising out of or otherwise in respect of any suit or claim of violation or infringement of the Software Licenses or the software subject thereto brought by the owners of the Software Licenses against FHC or FRC.
CERTAIN SOFTWARE LICENSES. Seller shall take all ------------------------- action necessary (including, without limitation, making any required payments notwithstanding the limitation described in Section 5.05(c) hereof) to assure that the software licenses described in Disclosure Schedule 3.17B (i), (ii), (iii), (iv), and (v) (the "Software Licenses") are in full force and effect and ----------------- usable by the Company on the Closing Date. Anything in this Agreement to the contrary notwithstanding, the Seller hereby agrees to indemnify the Purchaser and the Company against and hold the Purchaser and the Company harmless, dollar for dollar, from and shall pay any and all claims, losses, damages, expenses, obligations and liabilities (including costs of investigation, reasonable attorney's fees and expenses and other costs of defense) arising out of or otherwise in respect of any suit or claim of violation or infringement of the Software Licenses or the software subject thereto brought by the owners of the Software Licenses against the Purchaser or the Company.
CERTAIN SOFTWARE LICENSES. On the Closing Date, the Company shall transfer and assign all the Software Licenses (as defined below) to Purchaser. The Company shall take all action necessary (including, without limitation, making any required payments) to assure that any and all software licenses relating to the Assumed Business (the "SOFTWARE LICENSES") are in full force and effect and usable by the Purchaser on and after the Closing Date. Anything in this Agreement to the contrary notwithstanding, the Company hereby agrees to indemnify the Purchaser against and hold the Purchaser harmless, dollar for dollar, from and shall pay any and all claims, losses, damages, expenses, obligations and Liabilities (including costs of investigation, reasonable attorney's fees and expenses and other costs of defense) arising out of or otherwise in respect of any suit or claim of violation or infringement of the Software Licenses or the software subject thereto brought against Purchaser.
CERTAIN SOFTWARE LICENSES. All rights and interests in the software licenses described in Schedule 1.03(f), including the Novell software owned by and/or licensed to Seller.
CERTAIN SOFTWARE LICENSES. Sierra and the Seller jointly and severally agree to take all action necessary (including, without limitation, making any required payments) to assure that the software licenses described in Section 3.20 of the Seller's Disclosure Schedule (collectively, the "Software Licenses") are in full force and effect and usable by the Company and the Subsidiaries on the Closing Date. Notwithstanding anything in this Agreement to the contrary, Sierra and the Seller hereby jointly and severally agree to defend, indemnify and hold the Purchaser, the Company and each Subsidiary harmless, dollar for dollar (without regard to any caps, floors, baskets or other similar limitations), from and shall pay any and all Damages and other liabilities arising out of or otherwise in respect of any legal, administrative, arbitration or other similar proceeding, claim, suit, action or governmental or regulatory investigation of any nature brought against the Purchaser, the Company or any Subsidiary alleging (x) any pre-Closing Date violation of any Software License which is Licensed Intellectual Property by the Company or any Subsidiary or (y) that any software which is Owned Intellectual Property infringes on any existing patent, trademark, copyright or other intellectual property right of any third party.
CERTAIN SOFTWARE LICENSES. 56 SECTION 5.16. Aviation Business.............................................56 SECTION 5.17. Reinsurance...................................................57 SECTION 5.18. Further Action................................................57 ARTICLE VI
CERTAIN SOFTWARE LICENSES. Prior to the Closing Date, US Company shall transfer to AMC and Ascent Media Network Services, LLC, a California limited liability company and Affiliate of US Company, all of the Microsoft licenses granted under the Microsoft Enterprise Agreement, effective as of March 1, 2010, between Ascent Media Group, LLC and Microsoft Licensing, GP; provided, that US Company shall retain those Microsoft licenses set forth in Section 6.19 of the Company Disclosure Letter.
CERTAIN SOFTWARE LICENSES. (a) From the date hereof and through the date that is the earlier of (a) forty-five (45) days from the date hereof and (b) five (5) Business Days prior to the Closing, Seller Parent and Sellers, on the one hand, and Buyer, on the other hand, shall use their commercially reasonable efforts to create a list of all Non-Transferable Software and the applicable number of users thereof at the Companies and Subsidiaries as of the expected Closing Date. Promptly following the creation of any such list, and in any event not later than five (5) Business Days prior to the Closing Date, Buyer shall deliver to Seller Parent a written statement, together with reasonable supporting documentation (the “Non-Transferable Software Statement”), of any such Non-Transferable Software that the Companies or Subsidiaries will reasonably require as of and following the Closing to operate the Business in a manner consistent with the operation of such Business as of the Closing, the number of required licensed users for such Non-Transferable Software (which shall not exceed the number of users as of the Closing) and the applicable cost to the Companies and Subsidiaries to procure licenses for the operation of such Non-Transferable Software by such licensed users.
CERTAIN SOFTWARE LICENSES. 54 SECTION 5.16. AVIATION BUSINESS...............................................................54 SECTION 5.17. REINSURANCE.....................................................................55 SECTION 5.18. FURTHER ACTION..................................................................55 ARTICLE VI
CERTAIN SOFTWARE LICENSES. All rights and interest in the software licenses described in Schedule 1.03(g).
