Software and Software Licenses. If and to the extent requested by Spinco, GGP shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP to provide services to Spinco as required hereunder and (y) assist Spinco in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GGP to provide, or Spinco to receive, Services (which assistance shall include to the extent appropriate providing Spinco the opportunity to receive a copy of, or participate in, any communication between GGP and the applicable third party licensor in connection therewith); provided, however, that GGP and Spinco shall mutually agree upon the specific types and quantities of any such software licenses; provided, further, that GGP shall not be required to pay any fees or other payments unless such fees and payments are reimbursed fully by Spinco or incur any obligations or liabilities to enable GGP to provide such services or enable Spinco to obtain any such license or rights; provided, further, that GGP shall not be required to seek broader rights or more favorable terms for Spinco than those applicable to GGP prior to the date of this Agreement or as may be applicable to GGP from time to time hereafter; and, provided, further, that Spinco shall bear only those costs that relate directly to obtaining such licenses (or other appropriation rights), which shall not include any payments relating to the discharge of Excluded Liabilities which are not related to the provision of Services. The Parties acknowledge and agree that there can be no assurance that GGP’s efforts will be successful or that Spinco will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Spinco is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license or modification to an existing GGP license to allow GGP to provide, or Spinco to receive, such Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall n...
Software and Software Licenses. (a) If and to the extent requested by Xxxx, Parent shall use commercially reasonable efforts to assist Xxxx in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Parent to provide, and Xxxx to receive, Parent Services; provided, however, that Parent shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Xxxx to obtain any such license or rights (except and to the extent that Xxxx advances such fees or payments to Parent); provided, further, that Parent shall not be required to seek broader rights or more favorable terms for Xxxx than those applicable to Parent or Xxxx, as the case may be, prior to the date of this Agreement or as may be applicable to Parent from time to time hereafter; provided, further, that Xxxx shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Parent’s efforts will be successful or that Xxxx will be able to obtain such licenses or rights on acceptable terms or at all, and, where Parent enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Xxxx is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Parent to provide, and Xxxx to receive, such Parent Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.
(b) If and to the extent requested by Parent, Xxxx shall use commercially reasonable efforts to assist Parent in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Xxxx to provide, and Parent to receive, Xxxx Services; provided, however, that Xxxx shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Parent to obtain any such license or rights (except and to the extent that Parent advances such fees or payments to Xxxx); provided, further, that Xxxx shall not be required to seek...
Software and Software Licenses. (a) If and to the extent requested by Outdoor Americas, CBS shall use commercially reasonable efforts to assist Outdoor Americas in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for CBS to provide, and Outdoor Americas to receive, CBS Services; provided, however, that CBS shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Outdoor Americas to obtain any such license or rights (except and to the extent that Outdoor Americas advances such fees or payments to CBS); provided, further, that CBS shall not be required to seek broader rights or more favorable terms for Outdoor Americas than those applicable to CBS or Outdoor Americas, as the case may be, prior to the date of this Agreement or as may be applicable to CBS from time to time hereafter; and, provided, further, that Outdoor Americas shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that CBS’s efforts will be successful or that Outdoor Americas will be able to obtain such licenses or rights on acceptable terms or at all, and, where CBS enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Outdoor Americas is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow CBS to provide, and Outdoor Americas to receive, such CBS Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.
(b) If and to the extent requested by CBS, Outdoor Americas shall use commercially reasonable efforts to assist CBS in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Outdoor Americas to provide, and CBS to receive, Outdoor Americas Services; provided, however, that Outdoor Americas shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable CBS to obtain any such license or rights ...
Software and Software Licenses. (a) If and to the extent requested by the Provider, the Recipient shall use commercially reasonable efforts to assist the Provider in the Provider’s efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for the provision of Services and the Recipient shall be responsible for any fees, payments or other Liabilities incurred by or on behalf of the Provider in connection with obtaining any such license or rights to the extent such license or rights relate exclusively to the provision of Services. The Parties acknowledge and agree that there can be no assurance that such efforts will be successful. In the event that the Provider is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow the Provider to provide the applicable Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.
(b) Without limitation of anything in Section 3.01(a), in the event that there are any costs associated with obtaining software licenses in accordance with Section 3.01(a), such costs shall be borne by the Recipient.
Software and Software Licenses. If and to the extent requested by Buyer, Seller shall use commercially reasonable efforts to assist Buyer in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary, certain computer software necessary for Seller or its Subsidiaries to provide, or the Company or the Company Subsidiaries to receive, Services; provided, however, that, Seller shall not be required to pay any fees or other payments, incur any obligations (including obligations to make any payments or expend any funds), assume any liability, or offer or grant any accommodation or concession (financial or otherwise) to enable Buyer to obtain any such license or rights; provided further that Seller shall not be required to seek broader rights or more favorable terms for Buyer than those applicable to Seller, the Company or the Company Subsidiaries, as the case may be, prior to the date hereof or as may be applicable to Buyer from time to time hereafter. The Parties acknowledge and agree that there can be no assurance that Seller’s efforts will be successful or that Seller will be able to obtain such licenses in a timely manner, or rights on acceptable terms or at all and, where Seller enjoys rights under any enterprise, site or similar license grant, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities.
Software and Software Licenses. 8 Section 4.02. Covidien Computer-Based and Other Resources 9 Section 4.03. Access to Facilities 10 Section 4.04. Cooperation 10 Section 4.05. Data Protection 10
Software and Software Licenses. (a) If and to the extent requested by MAST, GECM shall use commercially reasonable efforts to assist MAST in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GECM to provide, and MAST to receive, the level of service MAST has under such software as of the date of this Agreement. The Parties acknowledge and agree that there can be no assurance that GECM’s efforts will be successful or that GECM will be able to obtain such licenses or rights on acceptable terms or at all and, where GECM enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that GECM is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow GECM to provide, and MAST to receive, such services.
(b) If there are any costs associated with obtaining software licenses such costs shall be paid and reimbursed per Article 2, including the possibility that transfer fees and similar costs may be Identified Costs or Variable Costs.
(c) GECM shall maintain the historical electronic records of MAST for so long as required under applicable law, including the Investment Advisors Act of 1940, and provide MAST with full access to such historical records for regulatory and other purposes.
Software and Software Licenses. The following third party software and software licenses are not included in the Design Kits, but will be required to use the Design Kits (the number of licenses indicated in the third column below are estimates provided for the convenience of Licensee, and are not to construed as any representation, warranty or other assurance concerning the number of licenses that Licensee will actually need, which will depend in part on how Licensee decides to use this third-party software and the type of licenses offered by the vendors of this third-party software in the future: 1 TECHNOLOGY LICENSE AND SUPPORT
Software and Software Licenses. Section 3.1 If and to the extent requested by Recipient, Seller shall use commercially reasonable efforts to assist Recipient in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary, certain Software necessary for a Seller Entity to provide, or Recipient to receive, Services; provided, however, that Recipient shall notify Seller in writing of the specific types and quantities of any such Software licenses; provided, further, that Seller shall not be required to incur any obligation, expend any money or commence or participate in any action, suit, arbitration or proceeding by or before any Governmental Entity or offer or grant any accommodation (financial or otherwise) to any third party in order to provide such license (or other appropriate rights) to enable Recipient to obtain any such license; and provided, further, that Seller shall not be required to seek broader rights or more favorable terms for Recipient than those applicable to Seller or Recipient, as the case may be, prior to the date hereof or as may be applicable to Seller from time to time hereafter. The Parties acknowledge and agree that there can be no assurance that Seller’s efforts will be successful or that Recipient will be able to obtain such licenses or rights on acceptable terms or at all and, where Seller enjoys rights under any enterprise, site or similar license grant, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities.
Software and Software Licenses. 9
Section 6.01 Standard for Service 15 Section 6.02 Disclaimer of Warrants 16 Section 6.03 Compliance with Laws and Regulations 16
