Maintenance and Other Fees. Assignor shall (i) pay any maintenance fees, annuities, and the like that become due on the Patents and/or for which the window period will become open after the Effective Date and up to ten (10) days after the Effective Date and Assignee shall reimburse Assignor for any such payments made by Assignor; (ii) provide, on or before the Effective Date, a list to Assignee of the dates on which any such fees, annuities and the like will become due and/or for which the window period will open during the two (2) month period following the Effective Date; and (iii) shall otherwise use its reasonable best efforts to assist Assignee in preventing abandonment of the Patents. Assignor shall be responsible for all invoices, expenses, and fees pending to outside prosecution counsel or agents existing on the Effective Date. Assignee shall be responsible for all taxes and fees relating to purchase of the Patents, other than income taxes and withholding taxes imposed on Assignor. Assignee will timely remit to the appropriate taxing authorities all taxes, levies or other imposts as required by law, including any withholding taxes imposed on this payment to Assignor, and shall provide Assignor with written evidence that such payment was made. Assignor and Assignee shall cooperate with each other and take all commercially reasonable steps to (i) file certificates and other documentation with taxing authorities and/or (ii) legitimately obtain a reduction or elimination of, or credit for, any taxes, levies or other imposts arising from transactions contemplated by this Agreement.
Maintenance and Other Fees. The parties agree that fees for implementation consulting services shall be earned and retained by whichever of them performs the applicable services. The parties agree that GFI Caminus shall provide Maintenance Support for the Category Three Products, and SS&C agrees to use commercially reasonable efforts to cause Customers of Category Three Products to enter into GFI Caminus Maintenance Support Agreements at GFI Caminus' then current standard rates and terms. The party entitled to retain fees referred to in this paragraph shall be solely responsible for collecting such fees and providing the corresponding services to the Customer, and will indemnify the other party and hold it harmless from and against any complaints or claims from the Customer related thereto.
Maintenance and Other Fees. Vitesse shall (i) pay any maintenance fees, annuities, and the like that become due on the Vitesse Patents after the Effective Date and up to the Closing Date and Purchaser shall reimburse Vitesse for any such payments made by Vitesse; (ii) provide, on or before the Closing Date, a list to Purchaser of the dates on which any such fees, annuities and the like will become due during the two (2) month period following the Closing Date; and (iii) shall otherwise use its reasonable best efforts to assist Purchaser in preventing abandonment or delay in fee payments of the Vitesse Patents for the two (2) month period following the Closing Date. Vitesse shall be responsible for all invoices, expenses, and fees pending to outside prosecution counsel or agents existing on the Effective Date.
