Common use of Right to Use the Premises Clause in Contracts

Right to Use the Premises. 2.1. As of the Effective Date, Logility's right to use the Premises shall constitute: (i) with regard to those Premises identified in Schedule I as exclusive to Logility, an exclusive right to use each entire Premises as it may exist from time to time; and (ii) with regard to those Premises identified in Schedule I as non-exclusive, a non-exclusive right to use, in common with ASI, each entire Premises as it may exist from time to time, other those areas identified from time to time by agreement of ASI and Logility to be restricted for the exclusive use of one of the parties hereto. The foregoing notwithstanding, upon request by either party, ASI and Logility shall negotiate in good faith a reconfiguration of any given Premises in order to restrict access to portions of such Premises for either party's exclusive use, including, without limitation, building partitions and establishing separate access, in accordance with Section 4 below. If the parties are unable to agree upon a mutually satisfactory reconfiguration of a given Premises, then Logility shall promptly vacate such Premises, and Schedule I hereto shall be amended to delete the affected Premises from the terms of this Agreement. 2.2. Notwithstanding anything to the contrary contained this Agreement, ASI shall in any event be entitled to enter upon any part of any Premises (including, without limitation, Premises identified as exclusive to Logility or areas in non-exclusive Premises restricted for the exclusive use of Logility pursuant to Section 2.1(ii)), at any time and from time to time, without the prior consent of Logility, (i) as necessary or appropriate for the performance of ASI's obligations under this Agreement or any underlying lease, (ii) for purposes of inspecting the Premises for compliance with Logility's obligations under this Agreement, (iii) to show any Premises to a prospective purchaser or mortgagor, (iv) to make alterations, additions, repairs, or improvements to any Premises pursuant to Section 4.3, or (v) in case of an emergency.

Right to Use the Premises. 2.1. As From and after the Commencement Date until the end of the Effective DateTransition Period, Logility's NC hereby grants to Buyer the right to occupy the Premises and to use all of the furniture, fixtures, equipment and services (including parking) currently existing at the Premises as may be necessary in order that the employees of Buyer, including the Transferred Employees (collectively, the “Buyer Employees”) may execute their designated responsibilities; provided that Buyer shall cause the use and occupation of the Premises by Buyer Employees to be conducted in compliance with that certain Agreement of Lease, dated as of May 11, 2010, by and between NC and ▇▇▇▇▇▇▇ Holdings, LLC (the “Lease”). Buyer will give NC a list of Buyer Employees who will be situated at the Premises and such Buyer Employees shall be granted such space as is consistent with the historical usage by them or similarly-situated employees of Sellers, as well as such additional space within the Premises as is reasonably necessary to accommodate any additional Buyer Employees assigned to work at the Premises during the Transition Period. Buyer shall pay to NC a monthly charge for the use of the Premises and other property of NC as set forth on Exhibit C. Other than the occupancy and use of the Premises by one (1) employee of an Affiliate of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇▇ Employee”) subject to Section 11, neither NC nor Vita nor any of their Affiliates shall be entitled to occupy or use the Premises shall constitute: during the Transition Period, except in connection with (i) with regard to those Premises identified in Schedule I as exclusive to Logility, an exclusive right to use each entire Premises as it may exist from time to time; and (ii) with regard to those Premises identified in Schedule I as non-exclusive, a non-exclusive right to use, in common with ASI, each entire Premises as it may exist from time to time, other those areas identified from time to time by agreement of ASI and Logility to be restricted for the exclusive use of one their performance of the parties hereto. The foregoing notwithstanding, upon request by either party, ASI and Logility shall negotiate in good faith a reconfiguration of any given Premises in order to restrict access to portions of such Premises for either party's exclusive use, including, without limitation, building partitions and establishing separate access, in accordance with Section 4 below. If the parties are unable to agree upon a mutually satisfactory reconfiguration of a given Premises, then Logility shall promptly vacate such Premises, and Schedule I hereto shall be amended to delete the affected Premises from the terms of this Agreement. 2.2. Notwithstanding anything to the contrary contained this Agreement, ASI shall in any event be entitled to enter upon any part of any Premises (including, without limitation, Premises identified as exclusive to Logility or areas in non-exclusive Premises restricted for the exclusive use of Logility pursuant to Section 2.1(ii)), at any time and from time to time, without the prior consent of Logility, (i) as necessary or appropriate for the performance of ASI's obligations under this Agreement or any underlying leaseTransition Services, (ii) for purposes the sale of inspecting Inventory to Customers during the Premises for compliance with Logility's obligations under Selloff Period pursuant to Section 3 of this Agreement, (iii) the fulfillment of orders underlying Non-Novation Events as contemplated by Sections 2.06 and 6.14 of the Purchase Agreement, and (iii) actions reasonably necessary to show any Premises to a prospective purchaser or mortgagorwind down the Business; provided, in the case of the foregoing clause (iv) to make alterations), additions, repairs, or improvements to that such actions do not interfere in any material respect with Buyer’s use of the Premises pursuant to Section 4.3, or (v) in case of an emergencyas contemplated hereby.