Common use of Divested Businesses Clause in Contracts

Divested Businesses. In the event a Party divests a business by (a) spinning off a member of its Group by its sale or other disposition to a third party, (b) reducing ownership or control in a member of its Group so that it no longer qualifies as a member of its Group under this Agreement, or (c) selling or otherwise transferring a line of business to a third party, and provided that (1) the divested entity/line of business is maintained as a separate corporate entity or the entity/line of business is merged with the acquiring entity but maintained as a separately identifiable line of business, and (2) the divested entity/line of business includes at least one marketable product or service in a product or service line and tangible assets having a net value of at least $25,000,000; (each such divested entity/line of business, a “Divested Entity”), the Divested Entity shall retain those licenses granted to it under this Agreement provided that the license granted shall be limited in the 12 months immediately following such divestiture to a volume of licensed products or services having an aggregate selling price equal to no more than the aggregate selling prices of such products or services by said Divested Entity in the 12 months preceding such divestiture plus 10%; and shall be limited, in each of the successive 12-month periods following such transfer or spin off, to a volume of licensed products or services having an aggregate selling price equal to no more than the limit for the immediately preceding 12-month period plus 10%. The retention of any license grants are subject to the Divested Entity’s and, in the event it is acquired by a third party, such third party’s execution and delivery to the non-transferring Party, within 90 days of the effective date of such assignment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this Agreement. For the avoidance of doubt, in no event shall any license retained by a former entity/line of business (as the case may be) by virtue of the divestiture of a Divested Entity (i) be broader than the licenses originally conveyed to a Party under the terms of this Agreement, or (ii) apply to any products, product lines, services, apparatus, devices, systems, components, hardware, software, processes, solutions, any combination of the foregoing, or other offerings of any third party acquirer, other than the Conduent Products or the Xerox Products (as the case may be) that were transferred to the former entity/line of business under the divestiture of a Divested Entity, or (iii) convey any further rights under this Section 8.02 after the initial divestiture of a Divested Entity. For the avoidance of doubt, in the event that the divested entity/line of business is not a Divested Entity, then the licenses granted to the divested entity/line of business shall terminate as of the date the divested entity/line of business is divested.

Divested Businesses. In the event a Party divests a business by (a) spinning off a member If at any time during the Term (including any Phase-Out Period) applicable to any MSO Party, such MSO Party and/or any of its Group by its sale Controlled Affiliates sells, transfers or otherwise divests (other disposition than to a third party, Restricted Entity) a Divested Business (b) reducing ownership or control in a member of its Group so that it no longer qualifies as a member of its Group under this Agreement, or (c) selling or otherwise transferring a line of business to a third party, and provided that (1) the divested entity/line of business is maintained as a separate corporate entity or the entity/line of business is merged with the acquiring entity but maintained as a separately identifiable line of business, and (2) the divested entity/line of business includes at least one marketable product or service in a product or service line and tangible assets having a net value of at least $25,000,000; (each such divested entity/line of business, a “Divested Entity”), the Divested Entity shall retain those licenses granted to it under this Agreement provided that the license granted shall be limited in the 12 months immediately following such divestiture to a volume of licensed products or services having an aggregate selling price equal to no more than the aggregate selling prices of such products or services by said Divested Entity in the 12 months preceding such divestiture plus 10%; and shall be limited, in each of the successive 12-month periods following such transfer or spin off, to a volume of licensed products or services having an aggregate selling price equal to no more than the limit for the immediately preceding 12-month period plus 10%. The retention of any license grants are subject to the Divested Entity’s and, in the event it is acquired by a third party, such third party’s execution and delivery to the non-transferring Party, within 90 days of the effective date of such assignmentsale, transfer or other divestiture, the “Divestiture Date”) in a particular geographical area (it being understood that such geographic area may be a portion of a duly authorizedgeographic market) in such a manner that upon the closing such MSO Party would no longer have the ability to offer MSO Core Services in such geographic area, written undertakingsuch MSO Party shall have the right, agreeing at its sole and absolute discretion and notwithstanding anything in Section 2.4(c) to be bound by the applicable terms of this Agreement. For contrary, to permit such Divested Business (or the avoidance of doubt, acquirer thereof) to resell the PCS Service to its end users in no event shall any license retained by a former entity/line of business (as the case may be) by virtue of the divestiture of a Divested Entity (i) be broader than the licenses originally conveyed to a Party under such geographic area in accordance with the terms of this Agreement, Agreement in the same manner and to the same extent as though such Divested Business (or the acquirer thereof) were a MSO Party; provided that (i) such MSO Party shall be responsible for any breach of this Agreement by such Divested Business (or the acquirer thereof) and (ii) apply following any material breach of this Agreement by such Divested Business (or the acquirer thereof), Sprint shall have the absolute right to terminate this Agreement with respect to such Divested Business (or the acquirer thereof) in accordance with Section 13.1(a) or Section 13.3(a) (with all applicable notices contemplated by such sections delivered simultaneously to such Divested Business (or the acquirer thereof) and such MSO Party), as applicable (it being understood that the divesture agreement or other applicable agreement between such MSO Party and such Divested Business (or the acquirer thereof) shall expressly grant Sprint, as a condition to granting such Divested Business (or the acquirer thereof) the right to resell the PCS Service hereunder, the right to terminate this Agreement with respect to of such Divested Business (or the acquirer thereof) as contemplated by this clause (ii)); provided, however, that (x) any such termination pursuant to the foregoing clause (ii) will terminate this Agreement solely with respect to such Divested Business (or the acquirer thereof) and not with respect to such MSO Party and (y) under no circumstance shall a material breach of this Agreement by such Divested Business (or the acquirer thereof) give rise to any products, product lines, services, apparatus, devices, systems, components, hardware, software, processes, solutions, any combination termination right in favor of the foregoing, or other offerings of any third party acquirer, other than the Conduent Products or the Xerox Products (as the case may be) that were transferred Sprint with respect to the former entity/line of business under the divestiture of a Divested Entity, or (iii) convey any further rights under this Section 8.02 after the initial divestiture of a Divested Entity. For the avoidance of doubt, in the event that the divested entity/line of business is not a Divested Entity, then the licenses granted to the divested entity/line of business shall terminate as of the date the divested entity/line of business is divestedsuch MSO Party.