Enterprise Systems. Seller and Buyer acknowledge and agree that it may be necessary to transfer to Buyer, the Company or the Division Entities, as applicable, certain rights under the computer hardware and software licenses, leases and service agreements used by the Division Entities and set forth in Section 6.6 of the Disclosure Letter, which have been acquired by Seller on an enterprise basis on behalf of the Company, the Division Entities or, as applicable, other Affiliates of Seller (the “Enterprise Systems”). Seller shall assist Buyer in effecting such assignments or transfers under the Enterprise System agreements as are set forth in Section 6.6 of the Disclosure Letter, which Buyer and Seller have determined are necessary for the Division Entities to continue to use such Enterprise Systems following the Closing, provided that any such transfer or assignment shall involve only the capacity or volume used by the Division Entities under such agreements. Buyer shall be fully responsible for the payment of any fee or charge imposed by a licensor, lessor, or service provider under any Enterprise Systems as a consequence of such transfer. No other rights under computer hardware and software licenses, leases and service agreements used by the Division Entities which have been acquired by Seller on an enterprise basis on behalf of the Company, the Division Entities or, as applicable, other Affiliates of Seller shall be assigned or transferred to Buyer, the Company or any Division Entity pursuant to this Agreement, and Buyer, the Company and the Division Entities shall not be responsible for the payment of any support, lease or license fees due and owing after Closing with respect to any such other computer hardware and software licenses, leases and service agreements.
Appears in 1 contract
Enterprise Systems. Seller and Buyer acknowledge and agree that it may be necessary to transfer to Buyer, the Company or the Division Entities, as applicable, certain rights under the computer hardware and software licenses, leases and service agreements used by the Division Entities and set forth in Section 6.6 of the Disclosure Letter, which have been acquired by Seller on an enterprise basis on behalf of the Company, the Division Entities or, as applicable, other Affiliates of Seller (the “"Enterprise Systems”"). Seller shall assist Buyer in effecting such assignments or transfers under the Enterprise System agreements as are set forth in Section 6.6 of the Disclosure Letter, which Buyer and Seller have determined are necessary for the Division Entities to continue to use such Enterprise Systems following the Closing, provided that any such transfer or assignment shall involve only the capacity or volume used by the Division Entities under such agreements. Buyer shall be fully responsible for the payment of any fee or charge imposed by a licensor, lessor, or service provider under any Enterprise Systems as a consequence of such transfer. No other rights under computer hardware and software licenses, leases and service agreements used by the Division Entities which have been acquired by Seller on an enterprise basis on behalf of the Company, the Division Entities or, as applicable, other Affiliates of Seller shall be assigned or transferred to Buyer, the Company or any Division Entity pursuant to this Agreement, and Buyer, the Company and the Division Entities shall not be responsible for the payment of any support, lease or license fees due and owing after Closing with respect to any such other computer hardware and software licenses, leases and service agreements.
Appears in 1 contract