Common use of Software and Software Licenses Clause in Contracts

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 not require Spinco to pay for any fees, expenses or costs relating to the software license that Spinco was unable to obtain pursuant to the provisions of this Section 4.01.

Software and Software Licenses. (a) If and to the extent requested by SpincoMallinckrodt, GGP Covidien 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 Mallinckrodt 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 Covidien to provide, or Spinco and Mallinckrodt 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)Covidien Services; provided, however, that GGP and Spinco shall mutually agree upon the specific types and quantities of any such software licenses; provided, further, that GGP Covidien 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 Mallinckrodt to obtain any such license or rightsrights (except and to the extent that Mallinckrodt advances such fees or payments to Covidien); provided, further, that GGP Covidien shall not be required to seek broader rights or more favorable terms for Spinco Mallinckrodt than those applicable to GGP Covidien or Mallinckrodt, as the case may be, prior to the date of this Agreement or as may be applicable to GGP Covidien from time to time hereafter; and, provided, further, that Spinco Mallinckrodt shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriation appropriate rights), which shall not include any payments relating to ) in the discharge of Excluded Liabilities which are not related to the provision of Servicesordinary course. The Parties acknowledge and agree that there can be no assurance that GGPCovidien’s efforts will be successful or that Spinco Mallinckrodt will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP Covidien 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 Mallinckrodt 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 Covidien to provide, or Spinco and Mallinckrodt to receive, such Covidien 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 not require Spinco to pay for any fees, expenses or costs relating to the software license that Spinco was unable to obtain pursuant to the provisions of this Section 4.01.

Software and Software Licenses. (a) If and to the extent requested by SpincoHXXX, GGP HBIO 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 HXXX 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 HBIO to provide, or Spinco HXXX to receive, HBIO Services (which assistance shall include to the extent appropriate providing Spinco HXXX the opportunity to receive a copy of, or participate in, any communication between GGP HBIO and the applicable third third-party licensor in connection therewith); provided, however, that GGP HBIO and Spinco HXXX shall mutually agree upon identify the specific types and quantities of any such software licenses; provided, further, that GGP HBIO 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 HXXX to obtain any such license or rights; provided, further, that GGP HBIO shall not be required to seek broader rights or more favorable terms for Spinco HXXX than those applicable to GGP HBIO or HXXX, as the case may be, prior to the date of this Agreement or as may be applicable to GGP HBIO from time to time hereafter; and, provided, further, that Spinco HXXX shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriation rights), which shall not include any payments relating to ) in the discharge of Excluded Liabilities which are not related to the provision of Servicesordinary course. The Parties acknowledge and agree that there can be no assurance that GGPHBIO’s efforts will be successful or that Spinco HXXX will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP HBIO 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 HXXX 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 HBIO to provide, or Spinco HXXX to receive, such HBIO 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 not require Spinco HXXX to pay for any fees, expenses or costs relating to the software license that Spinco HXXX was unable to obtain pursuant to the provisions of this Section 4.014.01(a).

Software and Software Licenses. (a) If and to the extent requested by SpincoCareFusion, GGP Cardinal Health 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 CareFusion 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 Cardinal Health to provide, or Spinco CareFusion to receive, Cardinal Health Services (which assistance shall include to the extent appropriate providing Spinco CareFusion the opportunity to receive a copy of, or participate in, any communication between GGP Cardinal Health and the applicable third party licensor in connection therewith); provided, however, that GGP Cardinal Health and Spinco CareFusion shall mutually agree upon identify the specific types and quantities of any such software licenses; provided, further, that GGP that, subject to the terms set forth in Annex B, Cardinal Health 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 CareFusion to obtain any such license or rights; provided, further, that GGP Cardinal Health shall not be required to seek broader rights or more favorable terms for Spinco CareFusion than those applicable to GGP Cardinal Health or CareFusion, as the case may be, prior to the date of this Agreement or as may be applicable to GGP Cardinal Health from time to time hereafter; and, provided, further, that Spinco that, subject to the terms set forth in Annex B, CareFusion shall bear only those costs that relate directly to obtaining such licenses (or other appropriation rights)) in the ordinary course, which shall not include any payments relating to the discharge of Excluded Liabilities which are not related to the provision of Cardinal Health Services. The Parties acknowledge and agree that there can be no assurance that GGPCardinal Health’s efforts will be successful or that Spinco CareFusion will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP Cardinal Health 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 CareFusion 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 Cardinal Health to provide, or Spinco CareFusion to receive, such Cardinal Health 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 not require Spinco CareFusion to pay for any fees, expenses or costs relating to the software license that Spinco CareFusion was unable to obtain pursuant to the provisions of this Section 4.014.01(a).

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 not require Spinco to pay for any fees, expenses or costs relating to the software license that Spinco was unable to obtain pursuant to the provisions of this Section 4.01. GGP Computer-Based and Other Resources. As of the Distribution Date, except as otherwise expressly provided in the Separation Agreement, in any Schedule hereto, or in any Ancillary Agreement, Spinco and its Subsidiaries shall have no further access to, and GGP shall have no obligation to otherwise provide access to, the GGP Intranet, and Spinco shall have no access to, and GGP shall have no obligation to otherwise provide access to, computer-based resources (including access to GGPI’s or its Subsidiaries’ computer networks and databases) that require a password or are available on a secured access basis only. Notwithstanding the foregoing, from and after the Effective Time, GGP shall use reasonable efforts to make available to Spinco an intranet (the “Spinco Intranet”) accessible by Spinco and its Subsidiaries that contains (i) the GGP Materials and (ii) any materials that GGP determines in good faith that any member of the Spinco Group needs to access in connection with the performance or delivery of any Service. From and after the Effective Time, Spinco and its Subsidiaries shall cause all of their personnel having access to the GGP Intranet or such other computer software, networks, hardware, technology or computer-based resources pursuant to the Separation Agreement, any Ancillary Agreement or in connection with performance, receipt or delivery of a Service to comply with all reasonable security guidelines (including physical security, network access, Internet security, confidentiality and personal data security guidelines) of GGPI and its Subsidiaries (of which GGP provides Spinco notice). Spinco shall ensure that the access contemplated by this Section 4.02 shall be used by such personnel only for the purposes contemplated by, and subject to the terms of, this Agreement. Spinco Computer-Based and Other Resources. From and after the date of this Agreement, GGP and its Subsidiaries shall cause all of their personnel having access to the Spinco Intranet or such other computer software, networks, hardware, technology or computer based resources pursuant to the Separation Agreement, any Ancillary Agreement or in connection with performance, receipt or delivery of a Service to comply with all reasonable security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of Spinco and its Subsidiaries (of which Spinco provides GGP notice). GGP shall ensure that the access contemplated by this Section 4.03 shall be used by such personnel only for the purposes contemplated by, and subject to the terms of, this Agreement.

Software and Software Licenses. (a) If and to the extent requested by SpincoSLM BankCo, GGP NewCo 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 SLM BankCo 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 NewCo to provide, or Spinco and SLM BankCo to receive, NewCo Services (which assistance shall include or for NewCo to the extent appropriate providing Spinco the opportunity transition such NewCo Services to receive a copy of, or participate in, any communication between GGP and the applicable third party licensor in connection therewith)SLM BankCo; provided, however, that GGP and Spinco shall mutually agree upon the specific types and quantities of any such software licenses; provided, further, that GGP NewCo 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 SLM BankCo to obtain any such license or rightsrights (except and to the extent that SLM BankCo advances such fees or payments to NewCo); provided, further, that GGP NewCo shall not be required to seek broader rights or more favorable terms for Spinco SLM BankCo than those applicable to GGP prior to the date of this Agreement Effective Time Xxxxxx Xxx or as may be applicable to GGP NewCo from time to time hereafter; and, provided, further, that Spinco SLM BankCo shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriation appropriate rights), which shall not include any payments relating to ) in the discharge of Excluded Liabilities which are not related to the provision of Servicesordinary course. The Parties acknowledge and agree that there can be no assurance that GGPNewCo’s efforts will be successful or that Spinco SLM BankCo will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP NewCo 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 SLM BankCo 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 NewCo to provide, or Spinco and SLM BankCo to receive, such ServicesNewCo Services (or allow NewCo to transition such NewCo Services to SLM BankCo), and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require Spinco SLM BankCo to pay for any fees, Taxes, expenses or costs relating to the software license that Spinco SLM BankCo was unable to obtain pursuant to the provisions of this Section 4.013.01(a).

Software and Software Licenses. (a) If and to the extent requested by SpinconVent, GGP Pentair 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 nVent 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 Pentair to provide, or Spinco and nVent 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)Pentair Services; provided, however, that GGP and Spinco shall mutually agree upon the specific types and quantities of any such software licenses; provided, further, that GGP Pentair 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 nVent to obtain any such license licenses or rightsrights (except and to the extent that nVent advances such fees or payments to Pentair); provided, further, that GGP Pentair shall not be required to seek broader rights or more favorable terms for Spinco nVent than those applicable to GGP Pentair or nVent, as the case may be, prior to the date of this Agreement Distribution Date or as may be applicable to GGP Pentair from time to time hereafter; and, provided, further, that Spinco nVent shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriation appropriate rights), which shall not include any payments relating to ) in the discharge of Excluded Liabilities which are not related to the provision of Servicesordinary course. The Parties acknowledge and agree that there can be no assurance that GGPPentair’s efforts will be successful or that Spinco nVent will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP Pentair 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 nVent 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 Pentair to provide, or Spinco and nVent to receive, such Pentair 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 not require Spinco nVent to pay for any fees, expenses or costs relating to the software license that Spinco nVent was unable to obtain pursuant to the provisions of this Section 4.014.01(a).

Software and Software Licenses. If and to the extent requested by SpincoGGP, GGP Spinco shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP Spinco to provide services to Spinco GGP as required hereunder and (y) assist Spinco GGP 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 Spinco to provide, or Spinco GGP to receive, Services (which assistance shall include to the extent appropriate providing Spinco GGP the opportunity to receive a copy of, or participate in, any communication between GGP Spinco 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 Spinco shall not be required to pay any fees or other payments unless such fees and payments are reimbursed fully by Spinco GGP or incur any obligations or liabilities to enable GGP Spinco to provide such services or enable Spinco to obtain any such license or rights; provided, further, that GGP Spinco shall not be required to seek broader rights or more favorable terms for Spinco GGP than those applicable to GGP the Spinco Entities prior to the date of this Agreement or as may be applicable to GGP Spinco from time to time hereafter; and, provided, further, that Spinco GGP 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 Spinco Liabilities which are not related to the provision of Services. The Parties acknowledge and agree that there can be no assurance that GGPSpinco’s efforts will be successful or that Spinco GGP will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP Spinco 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 GGP 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 Spinco license to allow GGP Spinco to provide, or Spinco GGP 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 not require Spinco GGP to pay for any fees, expenses or costs relating to the software license that Spinco GGP was unable to obtain pursuant to the provisions of this Section 4.01.

Software and Software Licenses. (a) If and to the extent requested by SpincoMallinckrodt, GGP Covidien 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 Mallinckrodt in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary neces- sary and applicable, certain computer software necessary for GGP Covidien to provide, or Spinco and Mallinck- rodt 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)Covidien Services; provided, however, that GGP and Spinco shall mutually agree upon the specific types and quantities of any such software licenses; provided, further, that GGP Covidien 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 Mallinckrodt to obtain any such license or rightsrights (except and to the extent that Mallinckrodt advances such fees or pay- ments to Covidien); provided, further, that GGP Covidien shall not be required to seek broader rights or more favorable terms for Spinco Mallinckrodt than those applicable to GGP Covidien or Mallinckrodt, as the case may be, prior to the date of this Agreement or as may be applicable to GGP Covidien from time to time hereafter; and, provided, further, that Spinco Mallinckrodt shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriation appropriate rights), which shall not include any payments relating to ) in the discharge of Excluded Liabilities which are not related to the provision of Servicesordinary course. The Parties acknowledge and agree that there can be no assurance that GGPCovidien’s efforts will be successful or that Spinco Mallinckrodt will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP Covidien enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments assign- ments or operation of a service bureau on behalf of unaffiliated entities. In the event that Spinco Mallinckrodt 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 Covidien to provide, or Spinco and Mallinckrodt to receive, such Covidien 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 not require Spinco to pay for any fees, expenses or costs relating to the software license that Spinco was unable to obtain pursuant to the provisions of this Section 4.01.