Continued Support. From the Effective Date until a reasonable time period after Closing, Seller will, and will cause its Affiliates and agents to, cooperate in good faith with Purchaser to assign and transfer to Purchaser all Purchased Contracts and other agreements or service arrangements that, in Purchaser’s reasonable discretion, are needed to operate the Business in the ordinary course of business on the Closing Date and thereafter.
Continued Support. OEM shall have the right to retain five (5) copies of the CPSI Application Object and Coded Font Programs and use such CPSI Application Object and Coded Font Programs to the extent required for support 12/05/96ljm Amiable Technologies Inc. - CPSI OEM AGREEMENT 30 and maintenance purposes but OEM shall have no right to sublicense or otherwise distribute the CPSI Application Object or Coded Font Programs or any other rights with respect to such software except as specifically set forth in this Paragraph 13.4.6.
Continued Support. The Receiver shall assist the Assuming Insurer in the orderly transfer of the business associated with the Assumption Agreements until the Plan Termination Date. 10.18
Continued Support. For any remaining customer contracts not assigned, Sellers to support and exercise best efforts to assign the contracts to Calian Corp until all are re- assigned.
Continued Support. In recognition of the Royalty defined herein, Grantee, its affiliates and related individuals furthermore agree to support the ongoing good faith business interests, expansion and efforts of the Grantor within each of the countries of the territory, and to continue to facilitate governmental and/or strategic partner introductions when possible and where practical, when requested and/or opportunistic, as long as this creates no adverse condition or incremental financial burden upon either the Grantee or Grantor, through the duration of this Agreement.
Continued Support. From the date hereof through the Closing, subject to requisite Bankruptcy Court approval, the Parties will negotiate in good faith a Transition Services Agreement setting forth any and all services and systems that are currently provided to the Business by Seller or any Subsidiaries of Seller (whether an Excluded Asset or otherwise) or its or their personnel that the Purchaser reasonably requests and that are necessary to operate the Business, other than any that are expressly agreed by the Parties to be unnecessary as of the Closing (the “Transition Services Agreement”). The exact scope, term, service charges and periods of such limited transitional services shall be negotiated and agreed in good faith by Seller and Purchaser as promptly as reasonably practicable following the date hereof and in any event prior to the Closing Date; provided that, in each case, (i) such transitional services shall be limited to (a) services that were provided to the Business immediately prior to the Closing Date and are necessary and appropriate for the Business immediately following the Closing Date, (b) services that the Seller or its Subsidiaries are reasonably capable of performing independently without engaging any third party not already engaged by Seller or such Subsidiaries on the Closing Date, and (c) services that are commercially reasonably necessary for the continuation of the Business in accordance with past practice and technically and legally possible to be provided by Seller or such Subsidiaries, and (ii) Seller and its Subsidiaries shall not be obligated to hire or engage any additional employees or contractors or maintain the employment or engagement of any specific employee or contractor.
Continued Support. Contingent upon receiving appropriate continuation funding from the (Prime Sponsor), CASE expects to continue subcontract support at approximately the following level(s): Year 2) (Amount) Year 3) (Amount)
Continued Support. Exabyte shall have the right to continued support of Product at Seller's then-current rates for at least seven (7) years after termination or expiration of this Agreement for any reason.
Continued Support. The responsibilities of Supplier to provide maintenance services with respect to any of the Products shall remain in force for a period of one (1) year after the Product has been made obsolete; provided that (i) the Company has paid Supplier for maintenance hereunder and (ii) Company has continuously purchased 47 47 maintenance from Supplier since the first commercial shipment of Product from Supplier to Company. In case Company has long-term support contracts with its customers, Company shall inform Supplier of the terms of such contracts, and Supplier and Company shall work together in good faith and use their reasonable best efforts to ensure that Company can successfully fulfill its obligations under such contracts. 48 48 ATTACHMENT A COMPREHENSIVE PRODUCT MAINTENANCE - TERM AND FEES Supplier shall offer and Company shall purchase comprehensive product maintenance on a 12-month coverage term basis. The fees for each such 12-month coverage term shall equal [***]% of the aggregate purchase price paid by Company for the Supplier Products to be covered. The first 12-month coverage term shall begin on the date of the first shipment of Product from Supplier to Company or Company's designee. A coverage term may be extended prior to expiration for additional 12-month periods upon mutual agreement of Supplier and Company. ------------ *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 49 49 ATTACHMENT B LIMITED WARRANTY FOR PRODUCTS AND EMBEDDED SOFTWARE
Continued Support. Any employee of Seller who is hired by Purchaser shall be made available to Seller, on an “as needed” basis to provide support necessary to any ongoing litigation of Seller. Further, Purchaser shall make all records fully available to Seller that are related to any litigation or business matters, including copying the same at Seller’s expense.
