Common use of AVAILABLE CONTRACTS Clause in Contracts

AVAILABLE CONTRACTS. As soon as reasonably practicable and no later than the date of this Agreement, Seller shall provide Buyer with a list of all executory Contracts Related to the Business, other than Available Software Contracts, to which one or more Seller Parties is a party (such Contracts, the “Available Contracts” and such list, the “Available Contracts List”), which list may be updated from time to time prior to Closing by the Seller Parties to add any Available Contracts not previously included thereon. At any time following the Agreement Date until (x) with respect to Available Software Contracts, July 28, 2020 or (y) with respect to all other Available Contracts, the later of (i) the date that is three (3) Business Days prior to date of the hearing at which the Bankruptcy Court considers entry of the Sale Order, and (ii) five (5) Business Days after such Available Contract was added to the Available Contracts List (such date, the “Determination Date”), Buyer, in its sole discretion, may deliver one or more written notices to Seller, (each such notice, a “Designation Notice”), pursuant to which Buyer shall designate in writing which Available Software Contracts or Available Contracts, as applicable, that Buyer wishes to assume at Closing (collectively, the “Assumed Contracts”) and provided, that, from time to time until the applicable Determination Date, Buyer may, by written notice to Seller, determine not to assume any Available Software Contracts or Available Contracts, as applicable, previously designated as an Assumed Contract (and from and after such date such Contract shall be an Excluded Contract). All Available Software Contracts or Available Contracts, as applicable that Buyer does not timely designate in writing for assumption pursuant to a Designation Notice shall not be considered Assumed Contracts or Transferred Assets, and shall be deemed Excluded Contracts and Excluded Assets for all purposes under this Agreement. Buyer shall not be responsible for any Cure Costs related to any Excluded Contracts. Upon Buyer’s reasonable request, subject to the limitations set forth in Section 6.02(b), the Seller Parties shall provide additional detailed information as to the post-Closing Liabilities under the Available Software Contracts or Available Contracts, as applicable sufficient for Buyer to make an informed assessment whether to designate such Contract as an Assumed Contract pursuant to this Section 2.05(a).

AVAILABLE CONTRACTS. As soon as reasonably practicable and no later than the date that is five (5) Business Days after the date of this Agreement, Seller Sellers shall provide Buyer with a list of all executory Contracts (including, for the avoidance of doubt, those purchase orders set forth on Schedule 2.05(a)) Related to the BusinessBusiness or related to the Transferred Assets, other than Available Software Contracts, all Shared Contracts to which one or more Seller Parties Sellers is a party party, all Contracts of WSS and WPS, the Transferred WIS Contracts and the Transferred CMP Contract (such Contracts, the “Available Contracts” and such list, the “Available Contracts List”), which shall include the Seller’s reasonable, good faith estimate of the applicable Cure Costs for each Available Contract, which list may be updated from time to time by Sellers not later than (3) Business Days prior to Closing by the Seller Parties to add any Available Contracts not previously included thereonthereon (but shall not include any Shared Contracts, Leases and all Contracts exclusively related to the Retained Businesses). Notwithstanding the foregoing, except as otherwise provided herein, Available Contracts and the Available Contracts List shall not include any Contracts to which WIS or CMP is a party other than the Transferred WIS Contracts and the Transferred CMP Contracts. At any time following the Agreement Date until (x) with respect to Available Software Contracts, July 28, 2020 or (y) with respect to all other Available Contracts, the later of (i) the date that is three (3) Business Days prior to date of the hearing at which the Bankruptcy Court considers entry of the Sale Order, and (ii) five (5) Business Days after such Available Contract was added days prior to the Available Contracts List Auction (such date, the “Initial Determination Date”), Buyer, in its sole discretion, may deliver one or more written notices to Seller, Seller (each such notice, a an “Initial Designation Notice”), pursuant to which Buyer shall designate in writing which Available Software Contracts or Available Contracts, as applicable, that Buyer wishes to assume and have assigned to it at Closing (collectively, the “Assumed Contracts”). Buyer may, in its sole discretion, no later than two (2) and Business Days prior to Closing, deliver written notice to the Sellers to designate any additional Available Contract to the list of Assumed Contracts (any such notice, a “Subsequent Designation Notice” and, together with any Initial Designation Notice, the “Designation Notices”); provided, that, from time to time until the applicable Determination Datetwo (2) Business Days prior to Closing, Buyer may, by written notice to SellerSellers, determine not to assume any Available Software Contracts or Available Contracts, as applicable, previously designated as an Assumed Contract (and from and after such date such Contract shall be an Excluded Contract). All Available Software Contracts or Available Contracts, as applicable that Buyer does not timely designate in writing for assumption pursuant to a Designation Notice shall not be considered Assumed Contracts or Transferred Assets, and shall be deemed Excluded Contracts and Excluded Assets for all purposes under this Agreement. Buyer shall not be responsible for any Cure Costs Costs, rejection damages claims, or other Liabilities related to any Excluded ContractsContracts and all resulting Liabilities are Excluded Liabilities. Upon Buyer’s reasonable request, subject to the limitations set forth in Section 6.02(b6.03(a), the Seller Parties Sellers shall provide additional detailed information including as to the post-Closing Liabilities under the Available Software Contracts or Available Contracts, as applicable sufficient for Buyer to make an a reasonably informed assessment whether to designate such Contract as an Assumed Contract pursuant to this Section 2.05(a)2.05.