Replacement Software Required Actions definition
Replacement Software Required Actions means, (a) in the case of delivery of a notice of termination under Section 4 of the M&A Software License or under any Replacement Software Agreement, (i) no later than 60 days after delivery of such notice of termination, the applicable Credit Party shall have (A) executed (1) an agreement with a reputable software vendor in form and substance reasonably satisfactory to Agent (the “Replacement Software Agreement”) in respect of the purchase or license by such Credit Party of software with substantially similar functionality (or enhanced functionality) as the software subject to the M&A Software License (the “Replacement Software”) and (2) an amendment to the Software Amendment and Consent in form and substance reasonably satisfactory to Agent (the “Replacement Amendment and Consent”) and (B) provided Agent with reasonably satisfactory evidence concerning the proposed implementation of the Replacement Software, (ii) no later than 30 days after delivery of such notice of termination, Borrower shall have delivered to Agent a certificate from a Responsible Officer reporting as to the progress of the implementation of the Replacement Software and certifying that the implementation thereof shall be completed no later than thirty (30) days prior to the date of termination of the M&A Software License or Replacement Software Agreement, as applicable and (iii) the Replacement Software shall have become functionally operational in the businesses of the Credit Parties no later than thirty (30) days prior to the date of termination of the M&A Software License or Replacement Software Agreement, as applicable and (b) in the case of a termination or expiry of the M&A Software License or any Replacement Software Agreement, (i) the applicable Credit Party shall have executed a Replacement Software Agreement and Replacement Amendment and Consent prior to such termination or expiry and (ii) the Replacement Software shall have become functionally operational in the businesses of the Credit Parties on or prior to the date of such termination or expiry.
Replacement Software Required Actions means, (a) in the case of delivery of a notice of termination under Section 4 of the M&A Software License or under any Replacement Software Agreement, (i) no later than 60 days after delivery of such notice of termination, the applicable Credit Party shall have (A) executed (1) an agreement with a reputable software vendor in form and substance reasonably satisfactory to Agent (the “Replacement Software Agreement”) in respect of the purchase or license by such Credit Party of software with substantially similar functionality (or enhanced functionality) as the software subject to the M&A Software License (the “Replacement Software”) and (2) an amendment to the Software Amendment and Consent in form and substance reasonably satisfactory to Agent (the “Replacement Amendment and Consent”) and (B) provided Agent with reasonably satisfactory evidence concerning the proposed implementation of the Replacement Software, (ii) no later than 30 days after delivery of such notice of termination, Borrower shall have delivered to Agent a certificate from a Responsible Officer reporting as to the progress of the implementation of the Replacement Software and certifying that the implementation