Common use of Obligation to Replace Clause in Contracts

Obligation to Replace. In the case of a breach of Section 15.02(7), or a Claim with respect to such Section, Cognizant Group shall use its best efforts to either: (1) procure for NAIC Group the right to continue using or receiving the applicable Cognizant Resource; or (2) replace or modify the applicable Cognizant Resource to be non-infringing without degradation or loss of functionality. If neither remedy is possible, NAIC Group may receive a refund of all Fees for such Cognizant Resource to the extent NAIC Group returns or certifies destruction of the applicable Cognizant Resource. – NAIC Confidential –

Obligation to Replace. In the case of a breach of Section 15.02(7), or a Claim with respect to such Section, Cognizant Group shall use its best efforts to either: (1) procure for NAIC Group the right to continue using or receiving the applicable Cognizant Resource; or (2) replace or modify the applicable Cognizant Resource to be non-infringing without degradation or loss of functionality. If neither remedy is possible, NAIC Group may receive a refund of all Fees for such Cognizant Resource to the extent NAIC Group returns or certifies destruction of the applicable Cognizant Resource. – NAIC Confidential –.