Common use of CERTAIN SOFTWARE LICENSES Clause in Contracts

CERTAIN SOFTWARE LICENSES. On the Closing Date, the Seller shall transfer and assign all the Software Licenses (as defined below) to FRC. The Seller shall take all action necessary (including, without limitation, making any required payments) to assure that any and all software licenses relating to the SICS Reinsurance System (the "Software Licenses") are in full force and effect and usable by the Company on the Closing Date and, subject to the consent referenced in Section 5.05(b) of the Disclosure Schedule, by FRC after the Closing Date. Anything in this Agreement to the contrary notwithstanding, the Seller hereby agrees to indemnify the Purchaser against and hold the Purchaser harmless, dollar for dollar, from and shall pay any and all claims, losses, damages, expenses, obligations and Liabilities (including costs of investigation, reasonable attorney's fees and expenses and other costs of defense) arising out of or otherwise in respect of any suit or claim of violation or infringement of the Software Licenses or the software subject thereto brought by the owners of the Software Licenses against FHC or FRC.

CERTAIN SOFTWARE LICENSES. On the Closing Date, the Seller shall transfer and assign all the Software Licenses (as defined below) to FRC. The Seller shall take all action necessary (including, without limitation, making any required payments) to assure that any and all software licenses relating to the SICS Reinsurance System (the "Software LicensesSOFTWARE LICENSES") are in full force and effect and usable by the Company on the Closing Date and, subject to the consent referenced in Section 5.05(b) of the Disclosure Schedule, by FRC after the Closing Date. Anything in this Agreement to the contrary notwithstanding, the Seller hereby agrees to indemnify the Purchaser against and hold the Purchaser harmless, dollar for dollar, from and shall pay any and all claims, losses, damages, expenses, obligations and Liabilities (including costs of investigation, reasonable attorney's fees and expenses and other costs of defense) arising out of or otherwise in respect of any suit or claim of violation or infringement of the Software Licenses or the software subject thereto brought by the owners of the Software Licenses against FHC or FRC.