Common use of Additional Agreements and Arrangements Clause in Contracts

Additional Agreements and Arrangements. In the event that (a) the parties are required to consummate the transactions contemplated by this Agreement through one or more Subsequent Closings or (b) any Acquired Company becomes a Non-Transferred Company, then the parties agree that, as of each Closing, if (i) any Acquired Company that is the subject of such Closing (A) owns any Intellectual Property Right, technology or software that is used by any Non-Transferred Company or any other Acquired Company that is not being transferred at such Closing and has not been transferred at any prior Closing, as the case may be, or (B) provides services to, or is a party to any supply or purchase agreement that includes the provision of supplies or other materials to, any Non-Transferred Company or any Acquired Company that is not being transferred at such Closing and has not been transferred at any prior Closing, as the case may be, and/or (ii) any Non-Transferred Company or any Acquired Company that is not being transferred at such Closing and has not been transferred at any prior Closing, as the case may be, (A) owns any Intellectual Property Right, technology or software that is used by any Acquired Company that is the subject of such Closing or (B) provides services to, or is a party to any supply or purchase agreement that includes the provision of supplies or other materials to, any Acquired Company that is the subject of such Closing, then, in either case, Sellers shall determine in their sole discretion whether it is necessary for the parties to cause any Acquired Companies being transferred at such Closing, on the one hand, and the Non-Transferred Companies and the Acquired Companies that are not being transferred at such Closing (or at any prior Closing), on the other hand, to enter into any Contracts or other arrangements as of the applicable Closing Date that will allow each of the Acquired Companies that are transferred at such Closing, the Acquired Companies that are not transferred at such Closing (or at any prior Closing) and the Non-Transferred Companies to operate their respective businesses following any such Closing in a manner that is consistent with the manner in which such businesses are operated on such Closing Date; provided, however, that this Section 6.38 shall not include or affect any Intellectual Property Right, technology or software that is owned by any BellSouth Entity, which matters are the subject of other Sections in Article VI of this Agreement.

Additional Agreements and Arrangements. In the event that (a) the parties are required to consummate the transactions contemplated by this Agreement through one or more Subsequent Closings or (b) any Acquired Company becomes a Non-Transferred Company, then the parties agree that, as of each Closing, if (i) any Acquired Company that is the subject of such Closing (A) owns any Intellectual Property Right, technology or software that is used by any Non-Transferred Company or any other Acquired Company that is not being transferred at such Closing and has not been transferred at any prior Closing, as the case may be, or (B) provides services to, or is a party to any supply or purchase agreement that includes the provision of supplies or other materials to, any Non-Transferred Company or any Acquired Company that is not being transferred at such Closing and has not been transferred at any prior Closing, as the case may be, and/or (ii) any Non-Transferred Company or any Acquired Company that is not being transferred at such Closing and has not been transferred at any prior Closing, as the case may be, (A) owns any Intellectual Property Right, technology or software that is used by any Acquired Company that is the subject of such Closing or (B) provides services to, or is a party to any supply or purchase agreement that includes the provision of supplies or other materials to, any Acquired Company that is the subject of such Closing, then, in either case, Sellers shall determine in their sole discretion whether it is necessary for the parties to cause any Acquired Companies being transferred at such Closing, on the one hand, and the Non-Transferred Companies and the Acquired Companies that are not being transferred at such Closing (or at any prior Closing), on the other hand, to enter into any Contracts or other arrangements as of the applicable Closing Date that will allow each of the Acquired Companies that are transferred at such Closing, the Acquired Companies that are not transferred at such Closing (or at any prior Closing) and the Non-Transferred Companies to operate their respective businesses following any such Closing in a manner that is consistent with the manner in which such businesses are operated on such Closing Date; providedPROVIDED, howeverHOWEVER, that this Section SECTION 6.38 shall not include or affect any Intellectual Property Right, technology or software that is owned by any BellSouth Entity, which matters are the subject of other Sections in Article ARTICLE VI of this Agreement.