Common use of Transfer of Certain Software Clause in Contracts

Transfer of Certain Software. On or before the conclusion of the term of the Transition Services Agreement, and subject to the receipt of any third party waiver, consent or approval and subject to any required approval by the Chapter 11 Court, at Buyers’ option and in Buyers’ sole discretion, Seller shall transfer or assign (or cause to be transferred and assigned) to the Buyers or the Companies or their Subsidiaries any third party software licenses or any hardware owned by or licensed to Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries) that is primarily used in the operation of the businesses by Companies or their Subsidiaries; to the extent that there are any costs payable to a third party to consent to such transfer or assignment, such costs shall be borne by Buyers. Such transfers or assignments, with respect to Seller or its Subsidiaries or Affiliates, shall be at no additional costs to Buyers, the Companies or their Subsidiaries. With respect to third party software licenses or hardware that is primarily used by Seller or its Subsidiaries or Affiliates in the operation of their businesses and that is also used in the operation of the businesses of the Companies and their Subsidiaries, Seller will notify Buyers as promptly as practicable after the date of this Agreement and the parties shall work together to determine whether the parties can continue to jointly use such software and hardware upon Closing; if such software or hardware cannot be jointly used upon Closing, then, at Buyers’ sole option and in Buyers’ sole discretion, the parties shall obtain alternative sources therefor as of the Closing or Seller shall provide such software or hardware as a Corporate Service, subject to Section 5.7(h) of this Agreement. Notwithstanding the foregoing, it is the stated intention of the parties that Buyers or the Companies or their Subsidiaries shall obtain, either by transfer or assignment from Seller or its Subsidiaries or Affiliates or from other sources acceptable to Buyers in their sole discretion, all third party software licenses or any hardware that are primarily used in the operation of the businesses by the Companies and their Subsidiaries or that are material to the operation of the businesses of the Companies and their Subsidiaries.

Transfer of Certain Software. On or before the conclusion of the term of the Transition Services Agreement, and subject to the receipt of any third party waiver, consent or approval and subject to any required approval by the Chapter 11 Court, at Buyers’ option and in Buyers’ sole discretion, Seller shall transfer or assign (or cause to be transferred and assigned) to the Buyers or the Companies or their Subsidiaries any third party software licenses or any hardware owned by or licensed to Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries) that is primarily used in the operation of the businesses by Companies or their Subsidiaries; to the extent that there are any costs payable to a third party to consent to such transfer or assignment, such costs shall be borne by Buyers. Such transfers or assignments, with respect to Seller or its Subsidiaries or Affiliates, shall be at no additional costs to Buyers, the Companies or their Subsidiaries. With respect to third party software licenses or hardware that is primarily used by Seller or its Subsidiaries or Affiliates in the operation of their businesses and that is also used in the operation of the businesses of the Companies and their Subsidiaries, Seller will notify Buyers as promptly as practicable after the date of this Agreement and the parties shall work together to determine whether the parties can continue to jointly use such software and hardware upon Closing; if such software or hardware cannot be jointly used upon Closing, then, at Buyers’ sole option and in Buyers’ sole discretion, the parties shall obtain alternative sources therefor as of the Closing or Seller shall provide such software or hardware as a Corporate ServiceTransition Services Agreement, subject to Section 5.7(h) of this Agreement. Notwithstanding the foregoing, it is the stated intention of the parties that Buyers or the Companies or their Subsidiaries shall obtain, either by transfer or assignment from Seller or its Subsidiaries or Affiliates or from other sources acceptable to Buyers in their sole discretion, all third party software licenses or any hardware that are primarily used in the operation of the businesses by the Companies and their Subsidiaries or that are material to the operation of the businesses of the Companies and their Subsidiaries.