Computer Software Systems. (a) Promptly following the execution of this Agreement, the parties shall confer to identify all necessary consents to the assignment (or requirements for new licenses) of the computer software systems, other than the Developed Software, necessary to operate the Business as operated prior to Closing (the “Necessary Software”). To the extent any of the Necessary Software (i) is licensed from a third party software provider and requires the payment of a transfer fee, or (ii) cannot be transferred for any reason, including the refusal of a third party software provider to consent to such transfer, then, in each case, the Purchaser shall have the option to pay the transfer fees and/or the cost to acquire a replacement software system. The Sellers shall cooperate with the Purchaser in dealing with the third-party vendors of the Necessary Software. Prior to the Closing Date, as to any new operating systems which the Purchaser must acquire, the Sellers shall reasonably cooperate with the Purchaser to install, integrate and test the Necessary Software in order for the new operating system to be installed and operational as of the Closing Date.
Computer Software Systems. (a) Promptly following the execution of this Agreement, the parties shall confer to identify all necessary consents to the assignment (or requirements for new licenses) of the Computer Software systems necessary to operate the Business as operated prior to Closing (“Necessary Software”). To the extent any of the Necessary Software (i) is licensed from a third party software provider and requires the payment of a transfer fee, or (ii) cannot be transferred for any reason, including the refusal of a third party software provider to consent to such transfer, then, in each case, Seller and Purchaser shall each pay 50% of the transfer fees and the cost to acquire, as applicable, replacement Computer Software or if a particular system is a combination of Computer Software and Computer Hardware, a replacement system (the combination of Computer Software and Computer Hardware a “Replacement System”) with reasonably equivalent functionality. Seller and Purchaser shall work together in good faith in dealing with the vendors of the Necessary Software to obtain their consent. Prior to the Closing Date, as to any new Computer Software, Computer Hardware or Replacement System which Purchaser must acquire, Seller shall reasonably cooperate with Purchaser, including allowing Purchaser commercially reasonable access to the Facility so that Purchaser may, with commercially reasonable and good faith cooperation of Seller, install, integrate and test the Necessary Software to eliminate or substantially minimize the possibility of business disruptions after the Closing.
Computer Software Systems
