Common use of Software and Software Licenses Clause in Contracts

Software and Software Licenses. If and to the extent requested by Spinco, GGP shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP to provide services to Spinco as required hereunder and (y) assist Spinco in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GGP to provide, or Spinco to receive, Services (which assistance shall include to the extent appropriate providing Spinco the opportunity to receive a copy of, or participate in, any communication between GGP and the applicable third party licensor in connection therewith); provided, however, that GGP and Spinco shall mutually agree upon the specific types and quantities of any such software licenses; provided, further, that GGP shall not be required to pay any fees or other payments unless such fees and payments are reimbursed fully by Spinco or incur any obligations or liabilities to enable GGP to provide such services or enable Spinco to obtain any such license or rights; provided, further, that GGP shall not be required to seek broader rights or more favorable terms for Spinco than those applicable to GGP prior to the date of this Agreement or as may be applicable to GGP from time to time hereafter; and, provided, further, that Spinco shall bear only those costs that relate directly to obtaining such licenses (or other appropriation rights), which shall not include any payments relating to the discharge of Excluded Liabilities which are not related to the provision of Services. The Parties acknowledge and agree that there can be no assurance that GGP’s efforts will be successful or that Spinco will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Spinco is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license or modification to an existing GGP license to allow GGP to provide, or Spinco to receive, such Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require Spinco to pay for any fees, expenses or costs relating to the software license that Spinco was unable to obtain pursuant to the provisions of this Section 4.01.

Software and Software Licenses. (a) If and to the extent requested by SpincoEntercom, GGP CBS shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP to provide services to Spinco as required hereunder and (y) assist Spinco Entercom in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GGP CBS to provide, or Spinco and the Radio Business to receive, Services (which assistance shall include to the extent appropriate providing Spinco the opportunity to receive a copy of, or participate in, any communication between GGP and the applicable third party licensor in connection therewith)CBS Services; provided, however, provided that GGP and Spinco shall mutually agree upon the specific types and quantities of any such software licenses; provided, further, that GGP CBS shall not be required to pay any fees or other payments unless such fees and payments are reimbursed fully by Spinco or incur any obligations or liabilities to enable GGP to provide such services or enable Spinco Entercom to obtain any such license or rightsrights (except and to the extent that Entercom advances such fees or payments to CBS); provided, further, that GGP CBS shall not be required to seek broader rights or more favorable terms for Spinco Entercom than those applicable to GGP CBS or Radio, as the case may be, prior to the date of this Agreement Separation or as may be applicable to GGP CBS from time to time hereafter; and, provided, further, that Spinco Radio shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriation appropriate rights), which shall not include any payments relating to ) in the discharge of Excluded Liabilities which are not related to the provision of Servicesordinary course. The Parties acknowledge and agree that there can be no assurance that GGPCBS’s efforts will be successful or that Spinco Entercom will be able to obtain such licenses or rights on acceptable terms or at all all, and, where GGP CBS enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Spinco Entercom is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license or modification to an existing GGP license to allow GGP CBS to provide, or Spinco and the Radio Business to receive, such CBS Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (b) If and to the extent requested by CBS, which amended Schedule Entercom shall use commercially reasonable efforts to assist CBS in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Entercom to provide, and CBS to receive, Radio Services; provided that Radio shall not require Spinco be required to pay for any fees, expenses fees or costs relating other payments or incur any obligations or liabilities to enable CBS to obtain any such license or rights (except and to the software extent that CBS advances such fees or payments to Radio); provided, further, that Entercom shall not be required to seek broader rights or more favorable terms for CBS than those applicable to Radio or CBS, as the case may be, prior to the date of this Agreement or as may be applicable to Entercom from time to time hereafter; and, provided, further, that CBS shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Entercom’s efforts will be successful or that CBS will be able to obtain such licenses or rights on acceptable terms or at all, and, where Entercom enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that Spinco was such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that CBS is unable to obtain pursuant such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Entercom to provide, and CBS to receive, such Radio Services, and the Parties shall negotiate in good faith an amendment to the provisions of applicable Schedule to reflect any such new arrangement. (c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 4.013.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by the Recipient or the Provider and (ii) would not have been payable by the Recipient or the Provider absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be borne by the Recipient.

Software and Software Licenses. (a) If and to the extent requested by SpincoH▇▇▇, GGP HBIO shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP to provide services to Spinco as required hereunder and (y) assist Spinco H▇▇▇ in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GGP HBIO to provide, or Spinco H▇▇▇ to receive, HBIO Services (which assistance shall include to the extent appropriate providing Spinco H▇▇▇ the opportunity to receive a copy of, or participate in, any communication between GGP HBIO and the applicable third third-party licensor in connection therewith); provided, however, that GGP HBIO and Spinco H▇▇▇ shall mutually agree upon identify the specific types and quantities of any such software licenses; provided, further, that GGP HBIO shall not be required to pay any fees or other payments unless such fees and payments are reimbursed fully by Spinco or incur any obligations or liabilities to enable GGP to provide such services or enable Spinco H▇▇▇ to obtain any such license or rights; provided, further, that GGP HBIO shall not be required to seek broader rights or more favorable terms for Spinco H▇▇▇ than those applicable to GGP HBIO or H▇▇▇, as the case may be, prior to the date of this Agreement or as may be applicable to GGP HBIO from time to time hereafter; and, provided, further, that Spinco H▇▇▇ shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriation rights), which shall not include any payments relating to ) in the discharge of Excluded Liabilities which are not related to the provision of Servicesordinary course. The Parties acknowledge and agree that there can be no assurance that GGPHBIO’s efforts will be successful or that Spinco H▇▇▇ will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP HBIO enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Spinco H▇▇▇ is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license or modification to an existing GGP license to allow GGP HBIO to provide, or Spinco H▇▇▇ to receive, such HBIO Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require Spinco H▇▇▇ to pay for any fees, expenses or costs relating to the software license that Spinco H▇▇▇ was unable to obtain pursuant to the provisions of this Section 4.014.01(a). (b) If and to the extent requested by HBIO, H▇▇▇ shall use commercially reasonable efforts to assist HBIO in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for H▇▇▇ to provide, or HBIO to receive, H▇▇▇ Services (which assistance shall include providing HBIO the opportunity to receive a copy of, or participate in, any communication between H▇▇▇ and the applicable third party licensor in connection therewith); provided, however, that HBIO and H▇▇▇ shall identify the specific types and quantities of any such software licenses; provided, further, that H▇▇▇ shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable HBIO to obtain any such license or rights; provided, further, that H▇▇▇ shall not be required to seek broader rights or more favorable terms for HBIO than those applicable to HBIO or H▇▇▇, as the case may be, prior to the date of this Agreement or as may be applicable to H▇▇▇ from time to time hereafter; and, provided, further, that HBIO shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriation rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that H▇▇▇’▇ efforts will be successful or that HBIO will be able to obtain such licenses or rights on acceptable terms or at all and, where H▇▇▇ enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that HBIO is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow H▇▇▇ to provide, or HBIO to receive, such H▇▇▇ Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require HBIO to pay for any fees, expenses or costs relating to the software license that HBIO was unable to obtain pursuant to the provisions of this Section 4.01(b). (c) In the event that there are any costs associated with obtaining software licenses in accordance with Section 4.01 that (i) would not be payable in the ordinary course in connection with a third-party demand to resolve an issue that is unrelated to the Recipient or the license that the Recipient is seeking to obtain, and (ii) would not have been payable by the Recipient absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be split 50/50 between the Provider and the Recipient. (d) For the avoidance of doubt, the terms of this Section 4.01 shall apply only to commercially available software obtained by the Parties in the ordinary course of business.

Software and Software Licenses. (a) If and to the extent requested by SpincoMallinckrodt, GGP Covidien shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP to provide services to Spinco as required hereunder and (y) assist Spinco Mallinckrodt in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GGP Covidien to provide, or Spinco and Mallinckrodt to receive, Services (which assistance shall include to the extent appropriate providing Spinco the opportunity to receive a copy of, or participate in, any communication between GGP and the applicable third party licensor in connection therewith)Covidien Services; provided, however, that GGP and Spinco shall mutually agree upon the specific types and quantities of any such software licenses; provided, further, that GGP Covidien shall not be required to pay any fees or other payments unless such fees and payments are reimbursed fully by Spinco or incur any obligations or liabilities to enable GGP to provide such services or enable Spinco Mallinckrodt to obtain any such license or rightsrights (except and to the extent that Mallinckrodt advances such fees or payments to Covidien); provided, further, that GGP Covidien shall not be required to seek broader rights or more favorable terms for Spinco Mallinckrodt than those applicable to GGP Covidien or Mallinckrodt, as the case may be, prior to the date of this Agreement or as may be applicable to GGP Covidien from time to time hereafter; and, provided, further, that Spinco Mallinckrodt shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriation appropriate rights), which shall not include any payments relating to ) in the discharge of Excluded Liabilities which are not related to the provision of Servicesordinary course. The Parties acknowledge and agree that there can be no assurance that GGPCovidien’s efforts will be successful or that Spinco Mallinckrodt will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP Covidien enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Spinco Mallinckrodt is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license or modification to an existing GGP license to allow GGP Covidien to provide, or Spinco and Mallinckrodt to receive, such Covidien Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (b) If and to the extent requested by Covidien, Mallinckrodt shall use commercially reasonable efforts to assist Covidien in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Mallinckrodt to provide, and Covidien to receive, Mallinckrodt Services; provided, however, that Mallinckrodt shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Covidien to obtain any such license or rights (except and to the extent that Covidien advances such fees or payments to Mallinckrodt); provided, further, that Mallinckrodt shall not be required to seek broader rights or more favorable terms for Covidien than those applicable to Covidien or Mallinckrodt, as the case may be, prior to the date of this Agreement or as may be applicable to Mallinckrodt from time to time hereafter; and, provided, further, that Covidien shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Mallinckrodt’s efforts will be successful or that Covidien will be able to obtain such licenses or rights on acceptable terms or at all and, where Mallinckrodt enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Covidien is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Mallinckrodt to provide, and Covidien to receive, such Mallinckrodt Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require Spinco Covidien to pay for any fees, expenses or costs relating to the software license that Spinco Covidien was unable to obtain pursuant to the provisions of this Section 4.014.01(b). (c) In the event that there are any costs associated with obtaining software licenses in accordance with Section 4.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by the Recipient or the Provider, and (ii) would not have been payable by the Recipient or the Provider absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be borne by the Recipient.

Software and Software Licenses. (a) If and to the extent requested by SpincoNewco, GGP Comcast shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP to provide services to Spinco as required hereunder and (y) assist Spinco Newco in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicablenecessary, certain computer software necessary for GGP a Provider to provide, or Spinco a Recipient to receive, Services (which assistance shall include to the extent appropriate providing Spinco the opportunity to receive a copy of, or participate in, any communication between GGP and the applicable third party licensor in connection therewith)Comcast Services; provided, however, that GGP and Spinco Newco shall mutually agree upon identify the specific types and quantities of any such software licenses; provided, further, that GGP Comcast shall not be required to pay any fees or other payments (unless Newco agrees to reimburse Comcast for such fees and payments are reimbursed fully by Spinco payments) or incur any obligations or liabilities to enable GGP to provide such services or enable Spinco Newco to obtain any such license or rights; and provided, further, that GGP Comcast shall not be required to seek broader rights or more favorable terms for Spinco Newco than those applicable to GGP the Contributed Comcast Businesses or the NBCU Businesses, as the case may be, prior to the date of this Agreement hereof or as may be applicable to GGP Comcast from time to time hereafter; and, provided, further, that Spinco shall bear only those costs that relate directly to obtaining such licenses (or other appropriation rights), which shall not include any payments relating to the discharge of Excluded Liabilities which are not related to the provision of Services. The Parties acknowledge and agree that there can be no assurance that GGPComcast’s efforts will be successful or that Spinco Newco will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP Comcast enjoys rights under any enterprise or enterprise, site license or similar licenselicense grant, the Parties acknowledge that such license typically precludes may preclude partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In . (b) If and to the event that Spinco is unable to obtain such software licensesextent requested by Comcast, the Parties Newco shall work together using use commercially reasonable efforts to assist Comcast in its efforts to obtain an alternative licenses (or other appropriate rights) to use, duplicate and distribute, as necessary, certain computer software license or modification to an existing GGP license to allow GGP necessary for a Provider to provide, or Spinco a Recipient to receive, the Newco Services; provided, however, that Comcast shall identify the specific types and quantities of any such Servicessoftware licenses; provided, further, that Newco shall not be required to pay any fees or other payments (unless Comcast agrees to reimburse Newco for such fees and payments) or incur any obligations to enable Comcast to obtain any such license or rights; and provided, further, that Newco shall not be required to seek broader rights or more favorable terms for Comcast than those applicable to the Contributed Comcast Businesses or the NBCU Businesses, as the case may be, prior to the date hereof or as may be applicable to Newco from time to time hereafter. The Parties acknowledge and agree that there can be no assurance that Newco’s efforts will be successful or that Comcast will be able to obtain such licenses or rights on acceptable terms or at all and, where Newco enjoys rights under any enterprise, site or similar license grant, the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any acknowledge that such new arrangement, which amended Schedule shall not require Spinco to pay for any fees, expenses license may preclude partial transfers or costs relating to the software license that Spinco was unable to obtain pursuant to the provisions assignments or operation of this Section 4.01a service bureau on behalf of unaffiliated entities.

Software and Software Licenses. (a) If and to the extent requested by SpincoCareFusion, GGP Cardinal Health shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP to provide services to Spinco as required hereunder and (y) assist Spinco CareFusion in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GGP Cardinal Health to provide, or Spinco CareFusion to receive, Cardinal Health Services (which assistance shall include to the extent appropriate providing Spinco CareFusion the opportunity to receive a copy of, or participate in, any communication between GGP Cardinal Health and the applicable third party licensor in connection therewith); provided, however, that GGP Cardinal Health and Spinco CareFusion shall mutually agree upon identify the specific types and quantities of any such software licenses; provided, further, that GGP that, subject to the terms set forth in Annex B, Cardinal Health shall not be required to pay any fees or other payments unless such fees and payments are reimbursed fully by Spinco or incur any obligations or liabilities to enable GGP to provide such services or enable Spinco CareFusion to obtain any such license or rights; provided, further, that GGP Cardinal Health shall not be required to seek broader rights or more favorable terms for Spinco CareFusion than those applicable to GGP Cardinal Health or CareFusion, as the case may be, prior to the date of this Agreement or as may be applicable to GGP Cardinal Health from time to time hereafter; and, provided, further, that Spinco that, subject to the terms set forth in Annex B, CareFusion shall bear only those costs that relate directly to obtaining such licenses (or other appropriation rights)) in the ordinary course, which shall not include any payments relating to the discharge of Excluded Liabilities which are not related to the provision of Cardinal Health Services. The Parties acknowledge and agree that there can be no assurance that GGPCardinal Health’s efforts will be successful or that Spinco CareFusion will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP Cardinal Health enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Spinco CareFusion is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license or modification to an existing GGP license to allow GGP Cardinal Health to provide, or Spinco CareFusion to receive, such Cardinal Health Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require Spinco CareFusion to pay for any fees, expenses or costs relating to the software license that Spinco CareFusion was unable to obtain pursuant to the provisions of this Section 4.014.01(a). (b) If and to the extent requested by Cardinal Health, CareFusion shall use commercially reasonable efforts to assist Cardinal Health in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for CareFusion to provide, or Cardinal Health to receive, CareFusion Services (which assistance shall include providing Cardinal Health the opportunity to receive a copy of, or participate in, any communication between CareFusion and the applicable third party licensor in connection therewith); provided, however, that Cardinal Health and CareFusion shall identify the specific types and quantities of any such software licenses; provided, further, that, subject to the terms set forth in Annex B, CareFusion shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Cardinal Health to obtain any such license or rights; provided, further, that CareFusion shall not be required to seek broader rights or more favorable terms for Cardinal Health than those applicable to Cardinal Health or CareFusion, as the case may be, prior to the date of this Agreement or as may be applicable to CareFusion from time to time hereafter; and, provided, further, that, subject to the terms set forth in Annex B, Cardinal Health shall bear only those costs that relate directly to obtaining such licenses (or other appropriation rights) in the ordinary course, which shall not include any payments relating to the discharge of CareFusion Liabilities which are not related to the provision of CareFusion Services. The Parties acknowledge and agree that there can be no assurance that CareFusion’s efforts will be successful or that Cardinal Health will be able to obtain such licenses or rights on acceptable terms or at all and, where CareFusion enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Cardinal Health is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow CareFusion to provide, or Cardinal Health to receive, such CareFusion Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require Cardinal Health to pay for any fees, expenses or costs relating to the software license that Cardinal Health was unable to obtain pursuant to the provisions of this Section 4.01(b).

Software and Software Licenses. (a) If and to the extent requested by SpinconVent, GGP Pentair shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP to provide services to Spinco as required hereunder and (y) assist Spinco nVent in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GGP Pentair to provide, or Spinco and nVent to receive, Services (which assistance shall include to the extent appropriate providing Spinco the opportunity to receive a copy of, or participate in, any communication between GGP and the applicable third party licensor in connection therewith)Pentair Services; provided, however, that GGP and Spinco shall mutually agree upon the specific types and quantities of any fees or other payments to enable nVent to obtain any such software licenseslicenses or rights will be borne equally by the Parties; provided, further, that GGP shall not be required to pay any fees or other payments unless such fees and payments are reimbursed fully by Spinco or incur any obligations or liabilities to enable GGP to provide such services or enable Spinco to obtain any such license or rights; provided, further, that GGP Pentair shall not be required to seek broader rights or more favorable terms for Spinco nVent than those applicable to GGP Pentair or nVent, as the case may be, prior to the date of this Agreement Distribution Date or as may be applicable to GGP Pentair from time to time hereafter; and, provided, further, that Spinco each Party shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriation appropriate rights), which shall not include any payments relating to ) in the discharge of Excluded Liabilities which are not related to the provision of Servicesordinary course. The Parties acknowledge and agree that there can be no assurance that GGPPentair’s efforts will be successful or that Spinco nVent will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP Pentair enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Spinco nVent is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license or modification to an existing GGP license to allow GGP Pentair to provide, or Spinco and nVent to receive, such Pentair Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require Spinco nVent to pay for any fees, expenses or costs relating to the software license that Spinco nVent was unable to obtain pursuant to the provisions of this Section 4.014.01(a). (b) If and to the extent requested by Pentair, nVent shall use commercially reasonable efforts to assist Pentair in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for nVent to provide, and Pentair to receive, the nVent Services; provided, however, any fees or other payments to enable nVent to obtain any such licenses or rights will be borne equally by the Parties; provided, further, that nVent shall not be required to seek broader rights or more favorable terms for Pentair than those applicable to Pentair or nVent, as the case may be, prior to the Distribution Date or as may be applicable to nVent from time to time hereafter; and, provided, further, that each Party shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that nVent’s efforts will be successful or that Pentair will be able to obtain such licenses or rights on acceptable terms or at all and, where nVent enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Pentair is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow nVent to provide, and Pentair to receive, such nVent Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require Pentair to pay for any fees, expenses or costs relating to the software license that Pentair was unable to obtain pursuant to the provisions of this Section 4.01(b). (c) In the event that there are any costs associated with obtaining software licenses in accordance with Section 4.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by the Recipient or the Provider, and (ii) would not have been payable by the Recipient or the Provider absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be borne equally by the Parties.

Software and Software Licenses. (a) If and to the extent requested by SpincoNewco, GGP GE shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP to provide services to Spinco as required hereunder and (y) assist Spinco Newco in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicablenecessary, certain computer software necessary for GGP a Provider to provide, or Spinco a Recipient to receive, Services (which assistance shall include to the extent appropriate providing Spinco the opportunity to receive a copy of, or participate in, any communication between GGP and the applicable third party licensor in connection therewith)GE Services; provided, however, that GGP and Spinco Newco shall mutually agree upon identify the specific types and quantities of any such software licenses; provided, further, that GGP GE shall not be required to pay any fees or other payments (unless Newco agrees to the amount of any such fees fee or payment and payments are reimbursed fully by Spinco provides GE in advance with the funds to enable GE to pay such fee or make such payment) or incur any obligations or liabilities to enable GGP to provide such services or enable Spinco Newco to obtain any such license or rights; and provided, further, that GGP GE shall not be required to seek broader rights or more favorable terms for Spinco Newco than those applicable to GGP the NBCU Businesses prior to the date of this Agreement hereof or as may be applicable to GGP GE from time to time hereafter; and, provided, further, that Spinco shall bear only those costs that relate directly to obtaining such licenses (or other appropriation rights), which shall not include any payments relating to the discharge of Excluded Liabilities which are not related to the provision of Services. The Parties acknowledge and agree that there can be no assurance that GGPGE’s efforts will be successful or that Spinco Newco will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP GE enjoys rights under any enterprise or enterprise, site license or similar licenselicense grant, the Parties acknowledge that such license typically precludes may preclude partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In . (b) If and to the event that Spinco is unable to obtain such software licensesextent requested by GE, the Parties Newco shall work together using use commercially reasonable efforts to assist GE in its efforts to obtain an alternative licenses (or other appropriate rights) to use, duplicate and distribute, as necessary, certain computer software license or modification to an existing GGP license to allow GGP necessary for a Provider to provide, or Spinco a Recipient to receive, the Newco Services; provided, however, that GE shall identify the specific types and quantities of any such Servicessoftware licenses; provided, further, that Newco shall not be required to pay any fees or other payments (unless GE agrees to the amount of any such fee or payment and provides Newco in advance with the funds to enable Newco to pay such fee or make such payment) or incur any obligations to enable GE to obtain any such license or rights; and provided, further, that Newco shall not be required to seek broader rights or more favorable terms for GE than those applicable to the Contributed Comcast Businesses or the NBCU Businesses, as the case may be, prior to the date hereof or as may be applicable to Newco from time to time hereafter. The Parties acknowledge and agree that there can be no assurance that Newco’s efforts will be successful or that GE will be able to obtain such licenses or rights on acceptable terms or at all and, where Newco enjoys rights under any enterprise, site or similar license grant, the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any acknowledge that such new arrangement, which amended Schedule shall not require Spinco to pay for any fees, expenses license may preclude partial transfers or costs relating to the software license that Spinco was unable to obtain pursuant to the provisions assignments or operation of this Section 4.01a service bureau on behalf of unaffiliated entities.

Software and Software Licenses. If and to the extent requested by SpincoGGP, GGP Spinco shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP Spinco to provide services to Spinco GGP as required hereunder and (y) assist Spinco GGP in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GGP Spinco to provide, or Spinco GGP to receive, Services (which assistance shall include to the extent appropriate providing Spinco GGP the opportunity to receive a copy of, or participate in, any communication between GGP Spinco and the applicable third party licensor in connection therewith); provided, however, that GGP and Spinco shall mutually agree upon the specific types and quantities of any such software licenses; provided, further, that GGP Spinco shall not be required to pay any fees or other payments unless such fees and payments are reimbursed fully by Spinco GGP or incur any obligations or liabilities to enable GGP Spinco to provide such services or enable Spinco to obtain any such license or rights; provided, further, that GGP Spinco shall not be required to seek broader rights or more favorable terms for Spinco GGP than those applicable to GGP the Spinco Entities prior to the date of this Agreement or as may be applicable to GGP Spinco from time to time hereafter; and, provided, further, that Spinco GGP shall bear only those costs that relate directly to obtaining such licenses (or other appropriation rights), which shall not include any payments relating to the discharge of Excluded Spinco Liabilities which are not related to the provision of Services. The Parties acknowledge and agree that there can be no assurance that GGPSpinco’s efforts will be successful or that Spinco GGP will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP Spinco enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Spinco GGP is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license or modification to an existing GGP Spinco license to allow GGP Spinco to provide, or Spinco GGP to receive, such Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require Spinco GGP to pay for any fees, expenses or costs relating to the software license that Spinco GGP was unable to obtain pursuant to the provisions of this Section 4.01.

Software and Software Licenses. If and to the extent requested by Spinco, GGP shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP to provide services to Spinco as required hereunder and (y) assist Spinco in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GGP to provide, or Spinco to receive, Services (which assistance shall include to the extent appropriate providing Spinco the opportunity to receive a copy of, or participate in, any communication between GGP and the applicable third party licensor in connection therewith); provided, however, that GGP and Spinco shall mutually agree upon the specific types and quantities of any such software licenses; provided, further, that GGP shall not be required to pay any fees or other payments unless such fees and payments are reimbursed fully by Spinco or incur any obligations or liabilities to enable GGP to provide such services or enable Spinco to obtain any such license or rights; provided, further, that GGP shall not be required to seek broader rights or more favorable terms for Spinco than those applicable to GGP prior to the date of this Agreement or as may be applicable to GGP from time to time hereafter; and, provided, further, that Spinco shall bear only those costs that relate directly to obtaining such licenses (or other appropriation rights), which shall not include any payments relating to the discharge of Excluded Liabilities which are not related to the provision of Services. The Parties acknowledge and agree that there can be no assurance that GGP’s efforts will be successful or that Spinco will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Spinco is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license or modification to an existing GGP license to allow GGP to provide, or Spinco to receive, such Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require Spinco to pay for any fees, expenses or costs relating to the software license that Spinco was unable to obtain pursuant to the provisions of this Section 4.01. GGP Computer-Based and Other Resources. As of the Distribution Date, except as otherwise expressly provided in the Separation Agreement, in any Schedule hereto, or in any Ancillary Agreement, Spinco and its Subsidiaries shall have no further access to, and GGP shall have no obligation to otherwise provide access to, the GGP Intranet, and Spinco shall have no access to, and GGP shall have no obligation to otherwise provide access to, computer-based resources (including access to GGPI’s or its Subsidiaries’ computer networks and databases) that require a password or are available on a secured access basis only. Notwithstanding the foregoing, from and after the Effective Time, GGP shall use reasonable efforts to make available to Spinco an intranet (the “Spinco Intranet”) accessible by Spinco and its Subsidiaries that contains (i) the GGP Materials and (ii) any materials that GGP determines in good faith that any member of the Spinco Group needs to access in connection with the performance or delivery of any Service. From and after the Effective Time, Spinco and its Subsidiaries shall cause all of their personnel having access to the GGP Intranet or such other computer software, networks, hardware, technology or computer-based resources pursuant to the Separation Agreement, any Ancillary Agreement or in connection with performance, receipt or delivery of a Service to comply with all reasonable security guidelines (including physical security, network access, Internet security, confidentiality and personal data security guidelines) of GGPI and its Subsidiaries (of which GGP provides Spinco notice). Spinco shall ensure that the access contemplated by this Section 4.02 shall be used by such personnel only for the purposes contemplated by, and subject to the terms of, this Agreement. Spinco Computer-Based and Other Resources. From and after the date of this Agreement, GGP and its Subsidiaries shall cause all of their personnel having access to the Spinco Intranet or such other computer software, networks, hardware, technology or computer based resources pursuant to the Separation Agreement, any Ancillary Agreement or in connection with performance, receipt or delivery of a Service to comply with all reasonable security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of Spinco and its Subsidiaries (of which Spinco provides GGP notice). GGP shall ensure that the access contemplated by this Section 4.03 shall be used by such personnel only for the purposes contemplated by, and subject to the terms of, this Agreement.

Software and Software Licenses. (a) If and to the extent requested by SpincoSLM BankCo, GGP NewCo shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP to provide services to Spinco as required hereunder and (y) assist Spinco SLM BankCo in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GGP NewCo to provide, or Spinco and SLM BankCo to receive, NewCo Services (which assistance shall include or for NewCo to the extent appropriate providing Spinco the opportunity transition such NewCo Services to receive a copy of, or participate in, any communication between GGP and the applicable third party licensor in connection therewith)SLM BankCo; provided, however, that GGP and Spinco shall mutually agree upon the specific types and quantities of any such software licenses; provided, further, that GGP NewCo shall not be required to pay any fees or other payments unless such fees and payments are reimbursed fully by Spinco or incur any obligations or liabilities to enable GGP to provide such services or enable Spinco SLM BankCo to obtain any such license or rightsrights (except and to the extent that SLM BankCo advances such fees or payments to NewCo); provided, further, that GGP NewCo shall not be required to seek broader rights or more favorable terms for Spinco SLM BankCo than those applicable to GGP prior to the date of this Agreement Effective Time ▇▇▇▇▇▇ ▇▇▇ or as may be applicable to GGP NewCo from time to time hereafter; and, provided, further, that Spinco SLM BankCo shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriation appropriate rights), which shall not include any payments relating to ) in the discharge of Excluded Liabilities which are not related to the provision of Servicesordinary course. The Parties acknowledge and agree that there can be no assurance that GGPNewCo’s efforts will be successful or that Spinco SLM BankCo will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP NewCo enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Spinco SLM BankCo is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license or modification to an existing GGP license to allow GGP NewCo to provide, or Spinco and SLM BankCo to receive, such ServicesNewCo Services (or allow NewCo to transition such NewCo Services to SLM BankCo), and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require Spinco SLM BankCo to pay for any fees, Taxes, expenses or costs relating to the software license that Spinco SLM BankCo was unable to obtain pursuant to the provisions of this Section 4.013.01(a). (b) If and to the extent requested by NewCo, SLM BankCo shall use commercially reasonable efforts to assist NewCo in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for SLM BankCo to provide, and NewCo to receive, SLM BankCo Services or for SLM BankCo to transition such SLM BankCo Services to NewCo; provided, however, that SLM BankCo shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable NewCo to obtain any such license or rights (except and to the extent that NewCo advances such fees or payments to SLM BankCo); provided, further, that SLM BankCo shall not be required to seek broader rights or more favorable terms for NewCo than those applicable to Effective Time ▇▇▇▇▇▇ Mae or as may be applicable to SLM BankCo from time to time hereafter; provided, further, that NewCo shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that SLM BankCo’s efforts will be successful or that NewCo will be able to obtain such licenses or rights on acceptable terms or at all and, where SLM BankCo enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that NewCo is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow SLM BankCo to provide, and NewCo to receive, such SLM BankCo Services (or allow SLM BankCo to transition such SLM BankCo Services to NewCo), and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require NewCo to pay for any fees, Taxes, expenses or costs relating to the software license that NewCo was unable to obtain pursuant to the provisions of this Section 3.01(b). (c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by the Recipient or the Provider, and (ii) would not have been payable by the Recipient or the Provider absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be paid by the Recipient.