Common use of Rights Upon Expiration or Termination Clause in Contracts

Rights Upon Expiration or Termination. With respect to all Third Party Materials licenses, Equipment Leases and Third Party Contracts for which Service Provider is financially responsible under E xhibit 2 or A ttachment 4-B, Service Provider shall: (i) obtain for DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) the license, sublicense, assignment and other rights specified in S ection 4.6(b) and 1 4.6; (ii) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by DIR, the DIR Customers, Entities that qualify as DIR Customers or their designee(s) of license, assignment or transfer fees; (iii) ensure that the terms, conditions and prices applicable to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) are no less favorable than those otherwise applicable to Service Provider, and at least sufficient for the continuation of the activities comprising the services of the nature of the Services; and (iv) ensure that neither any Assistance Event nor the assignment of the license, lease or contract shall trigger less favorable terms, conditions or pricing. If Service Provider is unable to obtain any such rights and assurances with respect to Third Party Materials licenses, Equipment leases and Third Party Contracts entered into by Service Provider and a Third Party, it shall notify DIR in advance and shall not use such Third Party Materials license, Equipment Lease or Third Party Contract without DIR's approval (and absent such approval, Service Provider's use of any such Third Party Materials license, Equipment Lease or Third Party Contract shall obligate Service Provider to obtain or arrange upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Services, and at no additional cost to DIR, such license, sublicense, assignment and other rights for DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s)). If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases or Third Party Contracts under these circumstances, such consent shall be deemed to be conditioned on Service Provider's commitment to use commercially reasonable efforts to cause such third party to agree upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Services to permit DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) on substantially the same terms and conditions, including price. If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases or Third Party Contracts entered into by Service Provider and a Third Party under these circumstances, such item shall be added to Exhibit 18. With respect to those Third Party Contracts assigned to Service Provider by the Incumbent Service Provider and those Third Party Contracts between DIR or a DIR Customer and a Third Party, Service Provider's obligations under this Section 6.4(c) will be to use commercially reasonable efforts to obtain the rights described above and to the extent Service Provider is unable to obtain such rights, Service Provider will promptly notify DIR.

Rights Upon Expiration or Termination. With respect to all Third Party Materials licenses, Equipment Leases Leases, and Third Party Contracts for which Service Provider is financially responsible under E xhibit Exhibit 2 or A ttachment Attachment 4-B, Service Provider shall: (i) obtain for DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) the license, sublicense, assignment assignment, and other rights specified in S ection Section 4.6(b) and 1 4.614.6; (ii) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by DIR, the DIR Customers, Entities that qualify as DIR Customers or their designee(s) of license, assignment or transfer fees; (iii) ensure that the terms, conditions and prices applicable to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) are no less favorable than those otherwise applicable to Service Provider, and at least sufficient for the continuation of the activities comprising the services of the nature of the Services; and (iv) ensure that neither any Assistance Event nor the assignment of the license, lease lease, or contract shall trigger less favorable terms, conditions or pricing. If Service Provider is unable to obtain any such rights and assurances with respect to Third Party Materials licenses, Equipment leases leases, and Third Party Contracts entered into by Service Provider and a Third Party, it shall notify DIR in advance and shall not use such Third Party Materials license, Equipment Lease Lease, or Third Party Contract without DIR's approval (and absent such approval, Service Provider's use of any such Third Party Materials license, Equipment Lease or Third Party Contract shall obligate Service Provider to obtain or arrange upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Services, and at no additional cost to DIR, such license, sublicense, assignment and other rights for DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s)). If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases or Third Party Contracts under these circumstances, such consent shall be deemed to be conditioned on Service Provider's commitment to use commercially reasonable efforts to cause such third party to agree upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Services to permit DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) on substantially the same terms and conditions, including price. If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases Leases, or Third Party Contracts entered into by Service Provider and a Third Party under these circumstances, such item shall be added to Exhibit 18. With respect to those Third Party Contracts assigned to Service Provider by the Incumbent Service Provider and those Third Party Contracts between DIR or a DIR Customer and a Third Party, Service Provider's obligations under this Section 6.4(c) will be to use commercially reasonable efforts to obtain the rights described above and to the extent Service Provider is unable to obtain such rights, Service Provider will promptly notify DIR.

Rights Upon Expiration or Termination. With respect to all Third Party Materials licenses, Equipment Leases and Third Party Contracts for which Service Provider is financially responsible under E xhibit Exhibit 2 or A ttachment Attachment 4-B, Service Provider shall: (i) obtain for DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) the license, sublicense, assignment and other rights specified in S ection 4.6(bSection 4.4(b) and 1 4.614.6; (ii) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by DIR, the DIR Customers, Entities that qualify as DIR Customers or their designee(s) of license, assignment or transfer fees; (iii) ensure that the terms, conditions and prices applicable to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) are no less favorable than those otherwise applicable to Service Provider, and at least sufficient for the continuation of the activities comprising the services of the nature of the Services; and (iv) ensure that neither any Assistance Event nor the assignment of the license, lease or contract shall trigger less favorable terms, conditions or pricing. If Service Provider is unable to obtain any such rights and assurances with respect to Third Party Materials licenses, Equipment leases and Third Party Contracts entered into by Service Provider and a Third Party, it shall notify DIR in advance and shall not use such Third Party Materials license, Equipment Lease or Third Party Contract without DIR's approval (and absent such approval, Service Provider's use of any such Third Party Materials license, Equipment Lease or Third Party Contract shall obligate Service Provider to obtain or arrange upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Services, and at no additional cost to DIR, such license, sublicense, assignment and other rights for DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s)). If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases or Third Party Contracts under these circumstances, such consent shall be deemed to be conditioned on Service Provider's commitment to use commercially reasonable efforts to cause such third party to agree upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Services to permit DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) on substantially the same terms and conditions, including price. If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases or Third Party Contracts entered into by Service Provider and a Third Party under these circumstances, such item shall be added to Exhibit 18. With respect to those Third Party Contracts assigned to Service Provider by the Incumbent Service Provider and those Third Party Contracts between DIR or a DIR Customer and a Third Party, Service Provider's obligations under this Section 6.4(c) will be to use commercially reasonable efforts to obtain the rights described above and to the extent Service Provider is unable to obtain such rights, Service Provider will promptly notify DIR.

Rights Upon Expiration or Termination. With respect to all Third Party Materials licenses, Equipment Leases leases and Third Party Contracts for which Service Provider is financially responsible under E xhibit Exhibit 2 or A ttachment Attachment 4-B, other than the Third Party Materials licenses identified as not assignable in Exhibit 18, Service Provider shall: (i) obtain for DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) the license, sublicense, assignment and other rights specified in S ection 4.6(bSection 4.4(b) and 1 4.614.6; (ii) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by DIR, the DIR Customers, Entities that qualify as DIR Customers or their designee(s) of license, assignment or transfer fees; (iii) ensure that the terms, conditions and prices applicable to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) are no less favorable than those otherwise applicable to Service Provider, and at least sufficient for the continuation of the activities comprising the services of the nature of the Services; and (iv) ensure that neither any Assistance Event nor the assignment of the license, lease or contract shall trigger less favorable terms, conditions or pricing. If Service Provider is unable to obtain any such rights and assurances with respect to Third Party Materials licenses, Equipment leases and Third Party Contracts entered into by Service Provider and a Third Partyassurances, it shall notify DIR in advance and shall not use such Third Party Materials license, Equipment Lease or Third Party Contract without DIR's approval (and absent such approval, Service Provider's use of any such Third Party Materials license, Equipment Lease or Third Party Contract shall obligate Service Provider to obtain or arrange upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Services, and at no additional cost to DIR, such license, sublicense, assignment and other rights for DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s)). If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases or Third Party Contracts under these circumstances, such consent shall be deemed to be conditioned on Service Provider's commitment to use commercially reasonable efforts to cause such third party to agree upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Services to permit DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) on substantially the same terms and conditions, including price. If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases or Third Party Contracts entered into by Service Provider and a Third Party under these circumstances, such item shall be added to Exhibit 18. With respect to those Third Party Contracts assigned to Service Provider by the Incumbent Service Provider and those Third Party Contracts between DIR or a DIR Customer and a Third Party, Service Provider's obligations under this Section 6.4(c) will be to use commercially reasonable efforts to obtain the rights described above and to the extent Service Provider is unable to obtain such rights, Service Provider will promptly notify DIR.

Rights Upon Expiration or Termination. With respect to all Third Party Materials licenses, Equipment Leases and Third Party Contracts for which Service Provider is financially responsible under E xhibit Exhibit 2 or A ttachment Attachment 4-B, Service Provider shall: (i) obtain for DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) the license, sublicense, assignment and other rights specified in S ection Section 4.6(b) and 1 4.614.6; (ii) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by DIR, the DIR Customers, Entities that qualify as DIR Customers or their designee(s) of license, assignment or transfer fees; (iii) ensure that the terms, conditions and prices applicable to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) are no less favorable than those otherwise applicable to Service Provider, and at least sufficient for the continuation of the activities comprising the services of the nature of the Services; and (iv) ensure that neither any Assistance Event nor the assignment of the license, lease or contract shall trigger less favorable terms, conditions or pricing. If Service Provider is unable to obtain any such rights and assurances with respect to Third Party Materials licenses, Equipment leases and Third Party Contracts entered into by Service Provider and a Third Party, it shall notify DIR in advance and shall not use such Third Party Materials license, Equipment Lease or Third Party Contract without DIR's approval (and absent such approval, Service Provider's use of any such Third Party Materials license, Equipment Lease or Third Party Contract shall obligate Service Provider to obtain or arrange upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Services, and at no additional cost to DIR, such license, sublicense, assignment and other rights for DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s)). If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases or Third Party Contracts under these circumstances, such consent shall be deemed to be conditioned on Service Provider's commitment to use commercially reasonable efforts to cause such third party to agree upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Services to permit DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) on substantially the same terms and conditions, including price. If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases or Third Party Contracts entered into by Service Provider and a Third Party under these circumstances, such item shall be added to Exhibit 18. With respect to those Third Party Contracts assigned to Service Provider by the Incumbent Service Provider and those Third Party Contracts between DIR or a DIR Customer and a Third Party, Service Provider's obligations under this Section 6.4(c) will be to use commercially reasonable efforts to obtain the rights described above and to the extent Service Provider is unable to obtain such rights, Service Provider will promptly notify DIR.

Rights Upon Expiration or Termination. With respect to all Third Party Materials Software licenses, Equipment Leases leases and Third Party Contracts for which Service Provider is financially responsible under E xhibit 2 or A ttachment 4-Bthis Agreement, Service Provider shall: shall use commercially reasonable efforts to (i) obtain for DIRAllegheny, the DIR Customers, Entities that qualify as DIR Customers and Eligible Recipients and/or their designee(s) the license, sublicense, assignment and other rights specified in S ection 4.6(bSections 4.4(b) and 1 4.6; 14.6, (ii) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by DIRAllegheny, the DIR Customers, Entities that qualify as DIR Customers Eligible Recipients or their designee(s) of license, assignment or transfer fees; , (iii) ensure that the terms, conditions and prices applicable to DIRAllegheny, the DIR Customers, Entities that qualify as DIR Customers and Eligible Recipients and/or their designee(s) following expiration or termination of this Agreement (or any portion thereof) are no less favorable than those otherwise applicable to Service Provider, and at least sufficient for the continuation of the activities comprising the services of the nature of the Services; and , (iv) ensure that neither the expiration or termination of this Agreement (or any Assistance Event portion thereof) nor the assignment of the license, lease or contract shall will trigger less favorable terms, conditions or pricing, and (v) ensure that the fees to be paid by Allegheny, the Eligible Recipients and/or their designee(s) on an annual basis under any subscription license agreements will not in the aggregate exceed an amount which is more than***greater than the aggregate amount of such fees paid by Allegheny during the period covered by the Base Case. If Service Provider is unable to obtain any such rights and assurances with respect to Third Party Materials licenses, Equipment leases and Third Party Contracts entered into by Service Provider and a Third Partyassurances, it shall notify DIR Allegheny in advance and shall not use such Third Party Materials Software license, Equipment Lease lease or Third Party Contract without DIR's approval Allegheny’s approval, except Service Provider may use those Third Party Software licenses, Equipment leases and Third Party Contracts assigned to Service Provider by Allegheny pursuant to this Agreement and for which Service Provider, with Allegheny’s approval, procures a sublicense or substitute license, lease or contract for Allegheny and the Eligible Recipients (or, at Allegheny’s election, their designee(s)) and absent causes maintenance, support and other services to continue to be available to Allegheny and the Eligible Recipients at Allegheny’s cost following the expiration or termination of the Term with respect to the Services applicable to those licenses, leases and/or contracts. Absent such approval, Service Provider's ’s use of any such Third Party Materials Software license, Equipment Lease lease or Third Party Contract shall obligate Service Provider to obtain or arrange upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Servicesarrange, and at no additional cost to DIRAllegheny, for such license, sublicense, assignment and or other rights right for DIRAllegheny, the DIR Customers, Entities that qualify as DIR Customers Eligible Recipients and their designee(s))) upon expiration or termination. If DIR Allegheny consents to Service Provider's ’s use of specific Third Party Materials Software licenses, Equipment Leases leases or Third Party Contracts under these circumstances, such consent shall be deemed to be conditioned on Service Provider's ’s commitment to use commercially reasonable efforts to cause such third party to agree upon the effective date at expiration or termination of any Assistance Event this Agreement or the completion of the relevant Termination Assistance Services to permit DIRAllegheny, the DIR Customers, Entities that qualify as DIR Customers and Eligible Recipients and/or their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with DIRAllegheny, the DIR Customers, Entities that qualify as DIR Customers and Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price. If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases or Third Party Contracts entered into by Service Provider and a Third Party under these circumstances, such item shall be added to Exhibit 18. With respect to those Third Party Contracts assigned to Service Provider by the Incumbent Service Provider and those Third Party Contracts between DIR or a DIR Customer and a Third Party, Service Provider's obligations under this Section 6.4(c) will be to use commercially reasonable efforts to obtain the rights described above and to the extent Service Provider is unable to obtain such rights, Service Provider will promptly notify DIR.

Rights Upon Expiration or Termination. With respect to all Third Party Materials licenses, Equipment Leases and Third Party Contracts for which Service Provider is financially responsible under E xhibit Exhibit 2 or A ttachment Attachment 4-B, Service Provider shall: (i) obtain for DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) the license, sublicense, assignment and other rights specified in S ection 4.6(bSection 4.4(b) and 1 4.614.6; (ii) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by DIR, the DIR Customers, Entities that qualify as DIR Customers or their designee(s) of license, assignment or transfer fees; (iii) ensure that the terms, conditions and prices applicable to DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) are no less favorable than those otherwise applicable to Service Provider, and at least sufficient for the continuation of the activities comprising the services of the nature of the Services; and (iv) ensure that neither any Assistance Event nor the assignment of the license, lease or contract shall trigger less favorable terms, conditions or pricing. If Service Provider is unable to obtain any such rights and assurances with respect to Third Party Materials licenses, Equipment leases and Third Party Contracts entered into by Service Provider and a Third Partyassurances, it shall notify DIR in advance and shall not use such Third Party Materials license, Equipment Lease or Third Party Contract without DIR's approval (and absent such approval, Service Provider's use of any such Third Party Materials license, Equipment Lease or Third Party Contract shall obligate Service Provider to obtain or arrange upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Services, and at no additional cost to DIR, such license, sublicense, assignment and other rights for DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s)). If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases or Third Party Contracts under these circumstances, such consent shall be deemed to be conditioned on Service Provider's commitment to use commercially reasonable efforts to cause such third party to agree upon the effective date of any Assistance Event or the completion of the relevant Termination Assistance Services to permit DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) on substantially the same terms and conditions, including price. If DIR consents to Service Provider's use of specific Third Party Materials licenses, Equipment Leases or Third Party Contracts entered into by Service Provider and a Third Party under these circumstances, such item shall be added to Exhibit 18. With respect to those Third Party Contracts assigned to Service Provider by the Incumbent Service Provider and those Third Party Contracts between DIR or a DIR Customer and a Third Party, Service Provider's obligations under this Section 6.4(c) will be to use commercially reasonable efforts to obtain the rights described above and to the extent Service Provider is unable to obtain such rights, Service Provider will promptly notify DIR.