Common use of Software and Software Licenses Clause in Contracts

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 broader rights or more favorable terms for Parent than those applicable to Xxxx or Parent, as the case may be, prior to the date of this Agreement or as may be applicable to Xxxx from time to time hereafter; and, provided, further, that Parent 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 Arlo’s efforts will be successful or that Parent will be able to obtain such licenses or rights on acceptable terms or at all, and, where Xxxx 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 Parent is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Xxxx to provide, and Parent to receive, such Xxxx Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.1 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by a Recipient or a Provider and (ii) would not have been payable by a Recipient or a Provider absent the need for a consent or waiver in connection with the license that such Recipient is seeking to obtain, such costs shall be borne by such Recipient.

Software and Software Licenses. (a) If and to the extent requested by XxxxHXXX, Parent HBIO shall use commercially reasonable efforts to assist Xxxx 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 Parent HBIO to provide, and Xxxx or HXXX to receive, Parent ServicesHBIO Services (which shall include providing HXXX the opportunity to receive a copy of, or participate in, any communication between HBIO and the applicable third-party licensor in connection therewith); provided, however, that Parent HBIO and HXXX shall identify the specific types and quantities of any such software licenses; provided, further, that HBIO shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Xxxx HXXX to obtain any such license or rights (except and to the extent that Xxxx advances such fees or payments to Parent)rights; provided, further, that Parent HBIO shall not be required to seek broader rights or more favorable terms for Xxxx HXXX than those applicable to Parent HBIO or XxxxHXXX, as the case may be, prior to the date of this Agreement or as may be applicable to Parent HBIO from time to time hereafter; and, provided, further, that Xxxx HXXX shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate appropriation rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that ParentHBIO’s efforts will be successful or that Xxxx HXXX will be able to obtain such licenses or rights on acceptable terms or at all, all and, where Parent 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 Xxxx HXXX 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 HBIO to provide, and Xxxx or HXXX to receive, such Parent 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 HXXX to pay for any fees, expenses or costs relating to the software license that HXXX was unable to obtain pursuant to the provisions of this Section 4.01(a). (b) If and to the extent requested by ParentHBIO, Xxxx HXXX shall use commercially reasonable efforts to assist Parent HBIO 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 HXXX to provide, and Parent or HBIO to receive, Xxxx ServicesHXXX Services (which assistance shall include providing HBIO the opportunity to receive a copy of, or participate in, any communication between HXXX and the applicable third party licensor in connection therewith); provided, however, that Xxxx HBIO and HXXX shall identify the specific types and quantities of any such software licenses; provided, further, that HXXX shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Parent HBIO to obtain any such license or rights (except and to the extent that Parent advances such fees or payments to Xxxx)rights; provided, further, that Xxxx HXXX shall not be required to seek broader rights or more favorable terms for Parent HBIO than those applicable to Xxxx HBIO or ParentHXXX, as the case may be, prior to the date of this Agreement or as may be applicable to Xxxx HXXX from time to time hereafter; and, provided, further, that Parent HBIO shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate appropriation rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Arlo’s HXXX’x efforts will be successful or that Parent HBIO will be able to obtain such licenses or rights on acceptable terms or at all, all and, where Xxxx HXXX 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 Parent HBIO is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Xxxx HXXX to provide, and Parent or HBIO to receive, such Xxxx HXXX 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 HBIO to pay for any fees, expenses or costs relating to the software license that HBIO was unable to obtain pursuant to the provisions of this Section 4.01(b). (c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.1 4.01 that (i) would not be payable in the ordinary course, including course in connection with a third-party demand to resolve an issue that is unrelated to the form of a “transfer fee” or other similar fees or expenses payable by a Recipient or a Provider the license that the Recipient is seeking to obtain, and (ii) would not have been payable by a the Recipient or a Provider absent the need for a consent or waiver in connection with the license that such the Recipient is seeking to obtain, such costs shall be borne by such split 50/50 between the Provider and the Recipient. (d) For the avoidance of doubt, the terms of this Section 4.01 shall apply only to commercially available software obtained by the Parties in the ordinary course of business.

Software and Software Licenses. (a) If and to the extent requested by XxxxCareFusion, Parent Cardinal Health shall use commercially reasonable efforts to assist Xxxx 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 Parent Cardinal Health to provide, and Xxxx or CareFusion to receive, Parent ServicesCardinal Health Services (which assistance shall include providing CareFusion the opportunity to receive a copy of, or participate in, any communication between Cardinal Health and the applicable third party licensor in connection therewith); provided, however, that Parent Cardinal Health and CareFusion shall identify the specific types and quantities of any such software licenses; provided, further, that, subject to the terms set forth in Annex B, Cardinal Health shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Xxxx CareFusion to obtain any such license or rights (except and to the extent that Xxxx advances such fees or payments to Parent)rights; provided, further, that Parent Cardinal Health shall not be required to seek broader rights or more favorable terms for Xxxx CareFusion than those applicable to Parent Cardinal Health or XxxxCareFusion, as the case may be, prior to the date of this Agreement or as may be applicable to Parent Cardinal Health from time to time hereafter; and, provided, further, that Xxxx that, subject to the terms set forth in Annex B, CareFusion shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate 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 ParentCardinal Health’s efforts will be successful or that Xxxx CareFusion will be able to obtain such licenses or rights on acceptable terms or at all, all and, where Parent 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 Xxxx CareFusion 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 Cardinal Health to provide, and Xxxx or CareFusion to receive, such Parent 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 CareFusion to pay for any fees, expenses or costs relating to the software license that CareFusion was unable to obtain pursuant to the provisions of this Section 4.01(a). (b) If and to the extent requested by ParentCardinal Health, Xxxx CareFusion shall use commercially reasonable efforts to assist Parent Cardinal Health 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 CareFusion to provide, and Parent or Cardinal Health to receive, Xxxx ServicesCareFusion Services (which assistance shall include providing Cardinal Health the opportunity to receive a copy of, or participate in, any communication between CareFusion and the applicable third party licensor in connection therewith); provided, however, that Xxxx Cardinal Health and CareFusion shall identify the specific types and quantities of any such software licenses; provided, further, that, subject to the terms set forth in Annex B, CareFusion shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Parent Cardinal Health to obtain any such license or rights (except and to the extent that Parent advances such fees or payments to Xxxx)rights; provided, further, that Xxxx CareFusion shall not be required to seek broader rights or more favorable terms for Parent Cardinal Health than those applicable to Xxxx Cardinal Health or ParentCareFusion, as the case may be, prior to the date of this Agreement or as may be applicable to Xxxx CareFusion from time to time hereafter; and, provided, further, that Parent that, subject to the terms set forth in Annex B, Cardinal Health shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate appropriation rights) in the ordinary course, which shall not include any payments relating to the discharge of CareFusion Liabilities which are not related to the provision of CareFusion Services. The Parties acknowledge and agree that there can be no assurance that ArloCareFusion’s efforts will be successful or that Parent Cardinal Health will be able to obtain such licenses or rights on acceptable terms or at all, all and, where Xxxx CareFusion 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 Parent Cardinal Health is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Xxxx CareFusion to provide, and Parent or Cardinal Health to receive, such Xxxx CareFusion Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (c) In , which amended Schedule shall not require Cardinal Health to pay for any fees, expenses or costs relating to the event software license that there are any costs associated with obtaining software licenses in accordance with Cardinal Health was unable to obtain pursuant to the provisions of this Section 3.1 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by a Recipient or a Provider and (ii) would not have been payable by a Recipient or a Provider absent the need for a consent or waiver in connection with the license that such Recipient is seeking to obtain, such costs shall be borne by such Recipient4.01(b).

Software and Software Licenses. (a) If and to the extent requested by XxxxnVent, Parent Pentair shall use commercially reasonable efforts to assist Xxxx 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 Parent Pentair to provide, and Xxxx nVent to receive, Parent Pentair 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 nVent to obtain any such license licenses or rights (except and to will be borne equally by the extent that Xxxx advances such fees or payments to Parent)Parties; provided, further, that Parent Pentair shall not be required to seek broader rights or more favorable terms for Xxxx nVent than those applicable to Parent Pentair or XxxxnVent, as the case may be, prior to the date of this Agreement Distribution Date or as may be applicable to Parent Pentair from time to time hereafter; and, provided, further, that Xxxx each Party 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 ParentPentair’s efforts will be successful or that Xxxx nVent will be able to obtain such licenses or rights on acceptable terms or at all, all and, where Parent 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 Xxxx nVent 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 Pentair to provide, and Xxxx nVent to receive, such Parent 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 nVent to pay for any fees, expenses or costs relating to the software license that nVent was unable to obtain pursuant to the provisions of this Section 4.01(a). (b) If and to the extent requested by ParentPentair, Xxxx nVent shall use commercially reasonable efforts to assist Parent Pentair 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 nVent to provide, and Parent Pentair to receive, Xxxx the nVent 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 nVent to obtain any such license licenses or rights (except and to will be borne equally by the extent that Parent advances such fees or payments to Xxxx)Parties; provided, further, that Xxxx nVent shall not be required to seek broader rights or more favorable terms for Parent Pentair than those applicable to Xxxx Pentair or ParentnVent, as the case may be, prior to the date of this Agreement Distribution Date or as may be applicable to Xxxx nVent from time to time hereafter; and, provided, further, that Parent each Party 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 ArlonVent’s efforts will be successful or that Parent Pentair will be able to obtain such licenses or rights on acceptable terms or at all, all and, where Xxxx nVent 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 Parent Pentair is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Xxxx nVent to provide, and Parent Pentair to receive, such Xxxx nVent 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 Pentair to pay for any fees, expenses or costs relating to the software license that Pentair was unable to obtain pursuant to the provisions of this Section 4.01(b). (c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.1 4.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by a the Recipient or a Provider the Provider, and (ii) would not have been payable by a the Recipient or a the Provider absent the need for a consent or waiver in connection with the license that such the Recipient is seeking to obtain, such costs shall be borne equally by such Recipientthe Parties.

Software and Software Licenses. (a) If and to the extent requested by XxxxNewco, Parent Comcast shall use commercially reasonable efforts to assist Xxxx Newco in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicablenecessary, certain computer software necessary for Parent a Provider to provide, and Xxxx or a Recipient to receive, Parent Comcast Services; provided, however, that Parent Newco shall identify the specific types and quantities of any such software licenses; provided, further, that Comcast shall not be required to pay any fees or other payments (unless Newco agrees to reimburse Comcast for such fees and payments) or incur any obligations or liabilities to enable Xxxx Newco to obtain any such license or rights (except rights; and to the extent that Xxxx advances such fees or payments to Parent); provided, further, that Parent Comcast shall not be required to seek broader rights or more favorable terms for Xxxx Newco than those applicable to Parent the Contributed Comcast Businesses or Xxxxthe NBCU Businesses, as the case may be, prior to the date of this Agreement hereof or as may be applicable to Parent Comcast 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 ParentComcast’s efforts will be successful or that Xxxx Newco will be able to obtain such licenses or rights on acceptable terms or at all, all and, where Parent Comcast enjoys rights under any enterprise or enterprise, site license or similar licenselicense grant, the Parties acknowledge that such license typically precludes may preclude 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 ParentComcast, Xxxx Newco shall use commercially reasonable efforts to assist Parent Comcast in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicablenecessary, certain computer software necessary for Xxxx a Provider to provide, and Parent or a Recipient to receive, Xxxx the Newco Services; provided, however, that Xxxx Comcast shall identify the specific types and quantities of any such software licenses; provided, further, that Newco shall not be required to pay any fees or other payments (unless Comcast agrees to reimburse Newco for such fees and payments) or incur any obligations or liabilities to enable Parent Comcast to obtain any such license or rights (except rights; and to the extent that Parent advances such fees or payments to Xxxx); provided, further, that Xxxx Newco shall not be required to seek broader rights or more favorable terms for Parent Comcast than those applicable to Xxxx the Contributed Comcast Businesses or Parentthe NBCU Businesses, as the case may be, prior to the date of this Agreement hereof or as may be applicable to Xxxx Newco from time to time hereafter; and, provided, further, that Parent 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 ArloNewco’s efforts will be successful or that Parent Comcast will be able to obtain such licenses or rights on acceptable terms or at all, all and, where Xxxx Newco enjoys rights under any enterprise or enterprise, site license or similar licenselicense grant, the Parties acknowledge that such license typically precludes may preclude partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Parent is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Xxxx to provide, and Parent to receive, such Xxxx Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.1 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by a Recipient or a Provider and (ii) would not have been payable by a Recipient or a Provider absent the need for a consent or waiver in connection with the license that such Recipient is seeking to obtain, such costs shall be borne by such Recipient.

Software and Software Licenses. (a) If and to the extent requested by XxxxRadio, Parent CBS shall use commercially reasonable efforts to assist Xxxx Radio 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 CBS to provide, and Xxxx Radio to receive, Parent CBS Services; provided, however, that Parent CBS shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Xxxx Radio to obtain any such license or rights (except and to the extent that Xxxx Radio advances such fees or payments to ParentCBS); provided, further, that Parent CBS shall not be required to seek broader rights or more favorable terms for Xxxx Radio than those applicable to Parent CBS or XxxxRadio, as the case may be, prior to the date of this Agreement or as may be applicable to Parent CBS from time to time hereafter; and, provided, further, that Xxxx Radio 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 ParentCBS’s efforts will be successful or that Xxxx Radio will be able to obtain such licenses or rights on acceptable terms or at all, and, where Parent 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 Xxxx Radio 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 CBS to provide, and Xxxx Radio to receive, such Parent 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 ParentCBS, Xxxx Radio shall use commercially reasonable efforts to assist Parent 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 Xxxx Radio to provide, and Parent CBS to receive, Xxxx Radio Services; provided, however, that Xxxx Radio shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Parent CBS to obtain any such license or rights (except and to the extent that Parent CBS advances such fees or payments to XxxxRadio); provided, further, that Xxxx Radio shall not be required to seek broader rights or more favorable terms for Parent CBS than those applicable to Xxxx Radio or ParentCBS, as the case may be, prior to the date of this Agreement or as may be applicable to Xxxx Radio from time to time hereafter; and, provided, further, that Parent CBS 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 ArloRadio’s efforts will be successful or that Parent CBS will be able to obtain such licenses or rights on acceptable terms or at all, and, where Xxxx Radio 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 Parent CBS is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Xxxx Radio to provide, and Parent CBS to receive, such Xxxx Radio Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.1 3.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by a the Recipient or a the Provider and (ii) would not have been payable by a the Recipient or a the Provider absent the need for a consent or waiver in connection with the license that such the Recipient is seeking to obtain, such costs shall be borne by such the Recipient.

Software and Software Licenses. (a) If and to the extent requested by Xxxxthe Acquiror, Parent GE shall use commercially reasonable efforts to assist Xxxx the Acquiror in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicablenecessary, certain all computer software necessary for Parent a Provider to provide, and Xxxx or a Recipient to receive, Parent GE Services; provided, however, that Parent unless and to the extent expressly required by Section 11.02 of Purchase Agreement GE shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Xxxx the Acquiror to obtain any such license or rights (except rights; and to the extent that Xxxx advances such fees or payments to Parent); provided, further, that Parent GE shall not be required to seek broader rights or more favorable terms for Xxxx the Acquiror than those applicable to Parent GE or Xxxxthe Business, as the case may be, prior to the date of this Agreement hereof or as may be applicable to Parent GE 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 ParentGE’s efforts will be successful or that Xxxx the Acquiror 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 ParentGE, Xxxx the Acquiror shall use commercially reasonable efforts to assist Parent GE in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicablenecessary, certain all computer software necessary for Xxxx a Provider to provide, and Parent or a Recipient to receive, Xxxx the Acquiror Services; provided, however, that Xxxx GE shall identify the specific types and quantities of any such software licenses; provided, further, that the Acquiror shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Parent GE to obtain any such license or rights (except rights; and to the extent that Parent advances such fees or payments to Xxxx); provided, further, that Xxxx the Acquiror shall not be required to seek broader rights or more favorable terms for Parent GE than those applicable to Xxxx GE or Parentthe Acquiror, as the case may be, prior to the date of this Agreement hereof or as may be applicable to Xxxx the Acquiror from time to time hereafter; and, provided, further, that Parent 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 Arlothe Acquiror’s efforts will be successful or that Parent GE will be able to obtain such licenses or rights on acceptable terms or at all, and, where Xxxx 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 Parent is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Xxxx to provide, and Parent to receive, such Xxxx Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.1 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by a Recipient or a Provider and (ii) would not have been payable by a Recipient or a Provider absent the need for a consent or waiver in connection with the license that such Recipient is seeking to obtain, such costs shall be borne by such Recipient.