Divestitures to Third Parties. During the Non-Compete Period, other than with respect to any Pre-Approved Transaction, to the extent that any Third Party acquires, directly or indirectly, any NCR Assets or ATMCo Assets that constitute a specific business unit, product line or distinct business operation (and, for the avoidance of doubt, excluding sales of inventory in the ordinary course of business), as applicable, such Third-Party acquiror and its Affiliates (collectively, the “Non-Compete Acquirors”) shall agree in writing, upon the consummation of such transaction, to be bound by, and shall be bound by, the terms of this Section 5.3 as if they are ATMCo in the case of any transaction involving ATMCo Assets or NCR in the case of any transaction involving NCR Assets, including with respect to any business or activity of such Non-Compete Acquirors that were initiated before or independently of such acquisition and they shall cease, as applicable, owning, investing in, operating, managing, controlling, participating or engaging in any Prohibited ATMCo Business or Prohibited NCR Business as of the consummation of such transaction; provided that such Non-Compete Acquiror shall have a period of 365 days from the date of the closing or consummation of such transaction to cure (by divestiture or otherwise, including, for the avoidance of doubt, in the event that such 365-day cure period extends beyond the expiration of the Non-Compete Period) such failure before the parties are deemed to be in breach of this Section 5.3.
Divestitures to Third Parties. During the Non-Compete Period (and in the case of ATMCo, prior to the expiration of the five year term with respect to the Prohibited Maintenance Business), other than with respect to any Pre-Approved Transaction, to the extent that any Third Party acquires, directly or indirectly, any Assets of NCR or Assets of ATMCo that constitute a specific business unit, product line or distinct business operation (and, for the avoidance of doubt, excluding sales of inventory in the ordinary course of business), as applicable, such Third-Party acquiror and its Affiliates (collectively, the “Non-Compete Acquirors”) shall agree in writing, upon the consummation of such transaction, to be bound by, and shall be bound by, the terms of this Section 5.3 as if they are ATMCo in the case of any transaction involving Assets of ATMCo or NCR in the case of any transaction involving Assets of NCR, including with respect to any business or activity of such Non-Compete Acquirors that were initiated before or independently of such acquisition and they shall cease, as applicable, owning, investing in, operating, managing, controlling, participating or engaging in any Prohibited ATMCo Business, Prohibited Maintenance Business or Prohibited NCR Business (as applicable) as of the consummation of such transaction; provided that such Non-Compete Acquiror shall have a period of 365 days from the date of the closing or consummation of such transaction to cure (by divestiture or otherwise, including, for the avoidance of doubt, in the event that such 365-day cure period extends beyond the expiration of the Non-Compete Period) such failure before the parties are deemed to be in breach of this Section 5.3; provided, further, that any Non-Compete Acquirors shall be permitted, with the written consent of ATMCo (such consent not to be unreasonably withheld, conditioned or delayed), to own, invest in, operate, manage, control, participate or engage in a Prohibited NCR Business, or, with the written consent of NCR (such consent not to be unreasonably withheld, conditioned or delayed), to own, invest in, operate, manage, control, participate or engage in a Prohibited ATMCo Business (but not a Prohibited Maintenance Business which shall not be subject to this proviso).
