Common use of Systems Software Clause in Contracts

Systems Software. The Sellers will (a) cause the applicable employees to enter into discussions with Purchaser (and Purchaser’s representatives) promptly after the date hereof and cooperate in good faith with the Purchaser to assist Purchaser in identifying its ongoing needs with respect to Systems Software in the operation of the Business from Closing, (b) (i) use commercially reasonable efforts to obtain, transfer or assign prior to (but with effect from) Closing, all necessary licenses, consents and approvals from the third party licensors of such Systems Software reasonably determined by the Purchaser to be required from Closing in the operation of the Business in the same manner as presently conducted (the “Required Systems Software”) (with the Required Systems Software to be nominated by the Purchaser to the Sellers in writing within 10 Business Days after the date hereof), or such work around solution reasonably agreed to by the parties, in each case at the Purchaser’s expense, as may be required for the Acquired Companies to use or obtain fully paid-up, valid licenses to such Required Systems Software for use by the Acquired Companies after the Closing in materially the same manner as such Required Systems Software is used in the conduct of the Business as presently conducted and (ii) any such Required Systems Software, if obtained, transferred or assigned pursuant to the immediately preceding clause (i), shall function as of the Closing in conjunction with the data obtained pursuant to clause (c) of this Section 5.18 in materially the same manner as such Required Systems Software functions in the conduct of the Business as presently conducted (unless to the extent the failure to function as described above is caused by changes requested by the Purchaser or by the Purchaser not assuming all Systems Software), and (c) use commercially reasonable efforts to identify, segregate and (to the extent reasonably practicable, subject to any restrictions under applicable Law) deliver to the Purchaser prior to, but with effect from, Closing any material data of the Acquired Companies stored in the Required Systems Software. For a period of four (4) months following the Closing Date, the Sellers will, and will cause the Selling Affiliates to, allow the Purchaser and their representatives reasonable access during normal business hours of the Sellers, subject to reasonable coordination with the Sellers (including with respect to ensuring security and safety) and without unreasonable interference to the operation of the businesses of the Sellers and Selling Affiliates, such employees of the Sellers and Selling Affiliates as are necessary to answer any reasonable requests with respect to the Required Systems Software, as such Required Systems Software is used in the conduct of the Business as presently conducted, or the data delivered therewith pursuant to this Section 5.18.

Systems Software. The Sellers will (a) cause the applicable employees to enter into discussions with the Purchaser (and the Purchaser’s representatives) promptly after the date hereof and cooperate in good faith with the Purchaser to assist the Purchaser in identifying its ongoing needs with respect to Systems Software in the operation of the Business from Closing, (b) (i) use commercially reasonable efforts to obtain, transfer or assign prior to (but with effect from) Closing, all necessary licenses, consents and approvals from the third party licensors of such Systems Software reasonably determined by the Purchaser to be required from Closing in the operation of the Business in the same manner as presently conducted (the “Required Systems Software”) (with the Required Systems Software to be nominated by the Purchaser to the Sellers in writing within 10 15 Business Days after the date hereof), or such work around solution reasonably agreed to by the parties, in each case at the Purchaser’s expense, as may be required for the Acquired Companies Purchaser to use or obtain fully paid-up, valid licenses to such Required Systems Software for use by the Acquired Companies Purchaser after the Closing in materially the same manner as such Required Systems Software is used in the conduct of the Business as presently conducted and (ii) any such Required Systems Software, if obtained, transferred or assigned pursuant to the immediately preceding clause (i), shall function as of the Closing in conjunction with the data obtained pursuant to clause (c) of this Section 5.18 5.11 in materially the same manner as such Required Systems Software functions in the conduct of the Business as presently conducted (unless to the extent the failure to function as described above is caused by changes requested by the Purchaser or by the Purchaser not assuming all Systems Software), and (c) use commercially reasonable efforts to identify, segregate and (to the extent reasonably practicable, subject to any restrictions under applicable Law) deliver to the Purchaser prior to, but with effect from, Closing any material data of the Acquired Companies Sellers stored in the Required Systems Software. For a period of four (4) months following the Closing Date, the Sellers will, and will cause the Selling Affiliates to, allow the Purchaser and their representatives reasonable access during normal business hours of the Sellers, subject to reasonable coordination with the Sellers (including with respect to ensuring security and safety) and without unreasonable interference to the operation of the businesses of the Sellers and Selling AffiliatesSellers, such employees of the Sellers and Selling Affiliates as are necessary to answer any reasonable requests with respect to the Required Systems Software, as such Required Systems Software is used in the conduct of the Business as presently conducted, or the data delivered therewith pursuant to this Section 5.185.11.

Systems Software. The Sellers Seller will (a) cause the its applicable employees to enter into discussions with the Purchaser (and the Purchaser’s representatives) promptly after the date hereof and cooperate in good faith with the Purchaser to assist the Purchaser in identifying its ongoing needs with respect to Systems Software in the operation of the Business from Closing, (b) (i) use commercially reasonable efforts to obtain, transfer or assign prior to (but with effect from) Closing, all necessary licenses, consents and approvals from the third party licensors of such Systems Software reasonably determined by the Purchaser to be required from Closing in the operation of the Business in the same manner as presently conducted (the “Required Systems Software”) (with the Required Systems Software to be nominated by the Purchaser to the Sellers Seller in writing within 10 20 Business Days after the date hereof), or such work around solution reasonably agreed to by the parties, in each case at the Purchaser’s expense, as may be required for the Acquired Companies Purchaser to use or obtain fully paid-up, valid licenses to such Required Systems Software for use by the Acquired Companies Purchaser after the Closing in materially the same manner as such Required Systems Software is used in the conduct of the Business as presently conducted and (ii) any such Required Systems Software, if obtained, transferred or assigned pursuant to the immediately preceding clause (i), shall function as of the Closing in conjunction with the data obtained pursuant to clause (c) of this Section 5.18 5.11 in materially the same manner as such Required Systems Software functions in the conduct of the Business as presently conducted (unless to the extent the failure to function as described above is caused by changes requested by the Purchaser or by the Purchaser not assuming all Systems Software), and (c) use commercially reasonable efforts to identify, segregate and (to the extent reasonably practicable, subject to any restrictions under applicable Law) deliver to the Purchaser prior to, but with effect from, Closing any material data of the Acquired Companies Seller stored in the Required Systems Software. For a period of four six (46) months following the Closing Date, the Sellers will, and Seller will cause the Selling Affiliates to, allow the Purchaser and their its representatives reasonable access during normal business hours of the SellersSeller, subject to reasonable coordination with the Sellers Seller (including with respect to ensuring security and safety) and without unreasonable interference to the operation of the businesses of the Sellers and Selling AffiliatesSeller, such employees of the Sellers and Selling Affiliates Seller as are necessary to answer any reasonable requests with respect to the Required Systems Software, as such Required Systems Software is used in the conduct of the Business as presently conducted, or the data delivered therewith pursuant to this Section 5.185.11.