Equivalent IP Arrangements Sample Clauses

Equivalent IP Arrangements. To the extent that, (i) within 90 days of the Closing Date, it is determined by Stockholder, with the consent of Parent (such consent not to be unreasonably withheld or delayed) that any Transferred Stockholder IP Agreement cannot be assigned, transferred, conveyed or delivered upon the Closing pursuant to this Section 5.25(d), or (ii) there is any other Stockholder IP Agreement, other than a Transferred Stockholder IP Agreement, under which a third party grants a license of Intellectual Property to Stockholder or any of its Affiliates (including the Companies) (collectively, (i) and (ii), a “Relevant Unassigned License”), then Stockholder shall use its commercially reasonable efforts to obtain promptly an alternative arrangement designed to provide the Companies and their Affiliates with substantially equivalent rights, benefits, costs and obligations, for a substantially equivalent term, in each case, as the Relevant Unassigned License as of the Closing (each, subject to the following proviso, an “Equivalent IP Arrangement”); provided that, such obligation shall apply (A) only with respect to those versions of the software or other technology, including any future enhancements or updates, used or authorized for use by the Companies or any of their Affiliates prior to Closing under the Relevant Unassigned License (or, if such versions are no longer available, the most comparable version that is reasonably available), and (B) only in respect of the scope, extent and manner of the Companies or any of their Affiliates’ authorized use of such software or other technology prior to Closing (collectively, (A) and (B), the “Baseline Usage”). Company shall cooperate as reasonably requested by the Stockholder in connection with the foregoing, without any obligation to make a Concession, other than, subject to Stockholder’s payment obligations in subsection (e) below, assuming all rights and obligations accruing after the Closing Date under the Transferred Stockholder IP Agreement and entering into the relevant Equivalent IP Arrangement, as applicable (the “Relevant Concession”). Upon obtaining such Equivalent IP Arrangement, the relevant Transferred Stockholder IP Agreement shall no longer be deemed to be a Transferred Stockholder IP Agreement for purposes of this Section 5.25.