Common use of Acquisitions and Divestitures Clause in Contracts

Acquisitions and Divestitures. If an entity becomes a Sprint Affiliate (“New Sprint Affiliate”) and licenses a software product that is the same as, or substantially similar to, the Software Product pursuant to a license agreement between Service Provider and New Sprint Affiliate (the “New Sprint Affiliate License Agreement”), Service Provider agrees, at Sprint’s option, to consent to either (i) an assignment of the New Sprint Affiliate License Agreement from New Sprint Affiliate to Sprint, or (ii) New Sprint Affiliate’s transfer of the licenses acquired under the New Sprint Affiliate License Agreement to Sprig or (iii) Sprint’s conversion of any of New Sprint Affiliate’s licenses to licenses granted under this Fourteenth Amendment. Service Provider will not charge New Sprint Affiliate or Sprint any additional fees in connection with any assignment, transfer or conversion under this section. If Sprint divests a Sprint Affiliate or other portion of its business (“Divested Business”), such Divested Business will be entitled to continue using the Software Product for one year after the divestiture without either Sprint or the Divested Business incurring any additional license or other fees, provided that the Divested Business agrees to be bound to the same license terms. In addition, at the end of the Term, Sprint may transfer the applicable User licenses to the Software Product to the Divested Business, as long as the Divested Business agrees to be bound to the same license terms (for those Users) without Sprint or the Divested Business incurring any fees in connection with the transfer. For the avoidance of doubt, any such transfer shall not affect Sprint’s obligation with respect to the Minimum Contract Value. The Divested Business will be entitled to continue purchasing under this Fourteenth Amendment for the remaining term of this Fourteenth Amendment. The Divested Business will be solely responsible for any Services and Deliverables purchased after the divestiture.