Identification and Transfer Sample Clauses

Identification and Transfer. Schedule 7.11 sets forth a preliminary list of computer hardware, third party software, and Inhouse Software that will be transferred to Buyer. Buyer and Seller will cooperate with each other to: (i) identify at least 14 days prior to the anticipated Closing Date those computer software systems currently being used by the Business that will be needed by Buyer to continue the existing operations of the Business following the Closing; and (ii) use their reasonable efforts to obtain all necessary third party consents, additional licenses, and other documentation necessary for Buyer to obtain the right to use the third party software identified on Schedule 7.11, through either a transfer, assignment, or license by Seller or other Affiliates where legally permissible in the judgment of Seller, or a direct purchase by Buyer. If and to the extent that Seller or its Affiliates do not or are unable to transfer, assign, or license any particular third party software to Buyer, Buyer shall purchase its own license and make such modifications or enhancements as may be necessary to carry on the Business as currently conducted. At or as soon as is commercially reasonable following the Closing, Seller shall or shall cause its Subsidiaries to undertake to transfer, assign, or license (as appropriate) all computer software systems necessary to operate the Business, if such transfer, assignment, or license is, in the judgment of Seller, legally possible and commercially reasonable. Buyer acknowledges that it may not be possible for Seller to transfer, assign, or license all such software systems. In addition to the payment of the Purchase Price, Buyer shall promptly reimburse Seller, upon receipt of a statement from Seller, for the amount of any fees, royalties, or charges of third parties incurred by Seller or its Affiliates to take the action specified in clause (ii) above to the extent approved by Buyer in advance.