Common use of Customer Contracts Clause in Contracts

Customer Contracts. Inpixon shall have the right, but not the obligation, to assume all of the Systat Parties’ rights, interests, and obligations under the Systat Customer Contracts (the “Customer Contract Assumption Right”). If Inpixon does not exercise the Customer Contract Assumption Right, the applicable Systat Customer Contracts shall be terminated by the Systat Parties immediately, or as soon as contractually permitted, which termination shall be effective as of the Closing Date, and the Systat Parties shall take such actions and furnish and execute such additional documents and information as Inpixon may require to effectuate the termination of all such Systat Customer Contracts. Notwithstanding Inpixon’s exercise of the Customer Contract Assumption Right, Inpixon shall not assume and shall not be responsible to pay, perform or discharge any debts, liabilities or obligations of any kind, including refunds, that arose in connection with each applicable Systat Customer Contract prior to the Closing Date or arise following the Closing Date with respect to actions or matters that occurred prior to the Closing Date and the Systat Parties shall be responsible for all such obligations. Except as otherwise limited or prohibited by the terms of an applicable Systat Customer Contract or applicable law, with respect to each Systat Customer Contract that Inpixon elects to assume pursuant to the Customer Contract Assumption Right, each such Systat Customer Contract shall be deemed to be assigned to Inpixon by Systat, and assumed by Inpixon, and Systat hereby assigns each such Systat Customer Contract and all of its rights and obligations thereunder, and Inpixon hereby assumes each such Systat Customer Contract and all of Systat’s rights and obligations thereunder, as of the Closing Date, without any further action required on the part of Systat or Inpixon.

Customer Contracts. Inpixon (a) Acquiror agrees to use commercially reasonable efforts to collect, and shall have not waive or agree to any offsetting without Parent’s written consent, any amount owed representing any Acquiror Collectable Receivables; provided that Acquiror may cease collection efforts with respect to a specific Acquiror Collectable Receivable and write off the rightunderlying amount if it has used commercially reasonable efforts for a minimum of six months to collect such specific Acquiror Collectable Receivable, including a minimum of three documented attempts at collection, but not the obligationsuch good faith efforts have proven unsuccessful. If, to assume all of the Systat Parties’ rights, interests, and obligations under the Systat Customer Contracts (the “Customer Contract Assumption Right”). If Inpixon does not exercise the Customer Contract Assumption Right, the applicable Systat Customer Contracts shall be terminated by the Systat Parties immediately, or as soon as contractually permitted, which termination shall be effective as of after the Closing Date, and Acquiror or the Systat Parties Surviving Corporation actually collects amounts owed representing any Acquiror Collectable Receivables, then Acquiror shall take remit to Parent by wire transfer within thirty (30) days of the end of the calendar month in which Acquiror or the Surviving Corporation received such actions and furnish and execute such additional documents and information as Inpixon may require Acquiror Collectable Receivables, cash equal to effectuate Parent’s share (based on the termination percentage of all such Systat Customer Contracts. Notwithstanding Inpixon’s exercise of the obligations owed under the Customer Contract Assumption Right, Inpixon shall not assume and shall not be responsible to pay, perform that were performed by Parent or discharge any debts, liabilities or obligations of any kind, including refunds, that arose in connection with each applicable Systat Customer Contract the Company prior to the Closing Date Date) of such Acquiror Collectable Receivables actually collected. Upon Parent’s reasonable written request, Acquiror shall provide Parent with a monthly report with respect to the status of its efforts to collect Acquiror Collectable Receivables. (b) Parent agrees to use commercially reasonable efforts to collect, and shall not waive or arise following agree to any offsetting without Acquiror’s written consent, any amount owed representing any Parent Collectable Receivables; provided that Parent may cease collection efforts with respect to a specific Parent Collectable Receivable and write off the underlying amount if it has used commercially reasonable efforts for a minimum of six months to collect such specific Parent Collectable Receivable, including a minimum of three documented attempts at collection, but such good faith efforts have proven unsuccessful. If, after the Closing Date, Parent actually collects amounts owed representing any Parent Collectable Receivables, then Parent shall remit to Acquiror by wire transfer within thirty (30) days of the end of the calendar month in which Parent received such Parent Collectable Receivables, cash equal to Acquiror’s share (based on the percentage of the obligations owed under the Customer Contract that were not performed by Parent or the Company prior to the Closing Date) of such Parent Collectable Receivables actually collected. Upon Acquiror’s reasonable written request, Parent shall provide Acquiror with a monthly report with respect to the status of its efforts to collect Parent Collectable Receivables. (c) Acquiror shall use commercially reasonable efforts to perform (or cause the Surviving Corporation to perform) under Customer Contracts pursuant to which there exist any Acquiror Collectable Receivables or Parent Collectable Receivables, and Acquiror shall be responsible for any refunds issued after the Closing Date with respect to actions or such Customer Contracts, but only to the extent that such refunds relate to matters that occurred arose after the Closing Date. Acquiror shall not issue any refunds that relate to matters that arose prior to the Closing Date and the Systat Parties shall be responsible for all such obligations. Except as otherwise limited or prohibited by the terms of an applicable Systat Customer Contract or applicable law, with respect to each Systat Customer Contract that Inpixon elects to assume pursuant to the Customer Contract Assumption Right, each such Systat Customer Contract shall be deemed to be assigned to Inpixon by Systat, and assumed by Inpixon, and Systat hereby assigns each such Systat Customer Contract and all of its rights and obligations thereunder, and Inpixon hereby assumes each such Systat Customer Contract and all of Systat’s rights and obligations thereunder, as of the Closing Date, without any further action required on the part of Systat or Inpixon.

Customer Contracts. Inpixon shall have (a) ▇▇▇▇▇ Systems will negotiate the right, but not terms and conditions of each ▇▇▇▇▇ Systems Customer Contract. ▇▇▇▇▇ Systems will consult with TenFold regarding the obligation, to assume all fair market value of the Systat services and products that will be provided by TenFold under any Customer Contract. Before ▇▇▇▇▇ Systems quotes a price for those services and products to the applicable Customer, TenFold will provide to ▇▇▇▇▇ Systems a fixed-price subcontract (including the TenFold Guarantee) for the services and products to be provided by TenFold pursuant to that Customer Contract. The portion of the fixed price relating to services will be equal to the Estimated Costs with respect to that Customer Contract. (b) For each ▇▇▇▇▇ Systems' Customer Contract, ▇▇▇▇▇ Systems will determine whether to perform any required application development services using (i) a team comprised solely of TenFold personnel, (ii) a joint team comprised of TenFold personnel and ▇▇▇▇▇ Systems personnel in numbers determined by the Parties’ rights, interestsor (iii) a team comprised solely of ▇▇▇▇▇ Systems personnel. (c) If ▇▇▇▇▇ Systems subcontracts all or any portion of its service obligations under a Customer Contract to TenFold, and obligations under TenFold agrees to perform such service obligations, TenFold will provide those services pursuant to Section 4.4. (d) Unless otherwise agreed, if ▇▇▇▇▇ Systems licenses the Systat Customer Contracts (the “Customer Contract Assumption Right”). If Inpixon does not exercise the Customer Contract Assumption RightFastStart Software, the applicable Systat Customer Contracts shall be terminated by Universal Application and ComponentWare included in the Systat Parties immediately, or as soon as contractually permitted, which termination shall be effective Universal Application as of the Closing Effective Date, or any new features or functionality developed in the future which are normally included in Universal Application pricing when sold to customers, to a Customer under a Customer Contract, ▇▇▇▇▇ Systems will pay TenFold a license fee for one application production site for the license fee set forth below: [XXXXX] CONFIDENTIAL TREATMENT REQUESTED OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Unless otherwise agreed, second and subsequent production site licenses for the Systat Parties shall take such actions and furnish and execute such additional documents and information as Inpixon may require to effectuate the termination of all such Systat Customer Contracts. Notwithstanding Inpixon’s exercise same application will be at [XXXXXXXXX] of the Customer Contract Assumption Rightprimary license fee. The terms and conditions of the license will be as mutually agreed by the Parties. (e) These license fees will remain in place for the first [XXXXXXX] of the term of this Agreement; provided that the license fees payable by ▇▇▇▇▇ Systems under the above schedule will be [XXXXXXX], Inpixon shall not assume and shall not such license fees are adjusted prospectively, at the end of every six month period during this Agreement. Commencing on the [XXXXXXX] anniversary of the Effective Date, the license fees for each tranche of the Application Development Service Fees to customer will be responsible to pay[XXXXXXX] for transactions at the bottom of each tranche and [XXXXXXX] for transactions at the top of each tranche (calculated at the end of each six month period) for the Universal Application, perform or discharge ComponentWare and FastStart Software. If there are no transactions within a given tranche during a sixth month period used for the above computations, and no transactions in a higher tranche with fees that fall below the level set for the given tranche, then the fee schedule previously in effect will continue. For any debtsseparately priced ComponentWare, liabilities or obligations the license fees will be at a [XXXXXXX] from TenFold's then current average license fees for that ComponentWare. (f) Unless otherwise agreed, if ▇▇▇▇▇ Systems uses a substantial portion of any kindapplication (the "Initial Application") developed by ▇▇▇▇▇ Systems using the Universal Application and TenFold ComponentWare to develop a new application (the "New Application") for a new customer using the Universal Application and TenFold ComponentWare, including refunds, that arose ▇▇▇▇▇ Systems will pay TenFold a license fee for the Universal Application and TenFold ComponentWare used in connection with each applicable Systat Customer Contract prior the New Application equal to the Closing Date license fee first paid by ▇▇▇▇▇ Systems for the Universal Application or arise following ComponentWare that forms the Closing Date with respect to actions or matters that occurred prior to the Closing Date and the Systat Parties shall be responsible for all such obligations. Except as otherwise limited or prohibited by the terms of an applicable Systat Customer Contract or applicable law, with respect to each Systat Customer Contract that Inpixon elects to assume pursuant to the Customer Contract Assumption Right, each such Systat Customer Contract shall be deemed to be assigned to Inpixon by Systat, and assumed by Inpixon, and Systat hereby assigns each such Systat Customer Contract and all of its rights and obligations thereunder, and Inpixon hereby assumes each such Systat Customer Contract and all of Systat’s rights and obligations thereunder, as basis of the Closing Date, without any further action required on the part of Systat or InpixonInitial Application.

Customer Contracts. Inpixon shall have A complete and accurate list of each of the rightcurrent and pending Customer Contracts pursuant to which AHP or an AHP Affiliate is, but not with respect to the obligationcurrent Customer Contracts immediately prior to the date of this Agreement, selling Products, along with other products of AHP and its Affiliates, to assume all Third Party buyers is attached hereto as Exhibit A. AHP agrees that between the date of the Systat Parties’ rightssigning of this Agreement and Closing, interests, and obligations under the Systat Customer Contracts (the “Customer Contract Assumption Right”). If Inpixon does not exercise the Customer Contract Assumption Right, the applicable Systat no new Customer Contracts shall be terminated by executed without first consulting with Horizon. AHP further agrees that between the Systat Parties immediatelydate of signing of this Agreement and Closing, or as soon as contractually permitted, which termination no new bids shall be effective made without first consulting with and obtaining the written consent of Horizon. The parties agree that bids outstanding as of the Closing Datedate of the signing of this [***] - CONFIDENTIAL TREATMENT REQUESTED Agreement shall be handled in AHP's normal course of business. The Parties understand and agree that because the right to sell Product is being transferred to Horizon pursuant to this Agreement, and as of the Systat Parties shall take such actions and furnish and execute such additional documents and information Effective Date AHP will no longer have the right to sell or, except as Inpixon may require to effectuate provided below, adjust the termination price of all such Systat Product under the Customer Contracts, provided, however, that Horizon agrees that it will continue to honor all of AHP's commitments made in each such Customer Contract with respect to supplying the Product, including, without limitation, the sale prices as adjusted in accordance with such Customer Contracts, for the Products throughout the term of each such Customer Contract. Notwithstanding Inpixon’s exercise of After the Closing, upon Horizon's request, AHP and Horizon will request each Third Party to the Customer Contracts to relieve AHP of its obligations to provide Product under each such Customer Contract. In addition, to the extent that AHP and Horizon are unable to obtain a release from a Third Party of AHP's obligations to supply the Product under such Customer Contract, then upon the request of Horizon, AHP shall use its Commercially Reasonable Efforts to take actions that are permitted under the terms of such Customer Contract Assumption Rightto minimize the commitment for Product thereunder, Inpixon shall not assume including without limitation, adjusting Product prices, reducing the term of such Customer Contract solely with respect to the Product and terminating AHP's obligations with respect to Product under any such Customer Contract, provided, however, that AHP shall not be responsible required to payeither (i) adjust prices or terms relating to products other than Products, perform (ii) make any payments to such Third Party in consideration for making such price adjustments or discharge any debts, liabilities or obligations of any kind, including refunds, that arose in connection with each applicable Systat Customer Contract prior to the Closing Date or arise following the Closing Date with respect to actions or matters that occurred prior to the Closing Date and the Systat Parties shall be responsible for all such obligations. Except as otherwise limited or prohibited by the terms of an applicable Systat Customer Contract or applicable law, with respect to each Systat Customer Contract that Inpixon elects to assume pursuant modifications to the Customer Contract Assumption Right, each or (iii) terminate any such Systat Customer Contract with respect to products other than Products. AHP agrees that following the signing of this Agreement, it will not take any action with respect to any Customer Contract which will extend the term of such Customer Contract for any Product or otherwise adversely affect Horizon with respect to any Product, without the prior written consent of Horizon. All sales of the Product after the Closing shall be deemed to be assigned to Inpixon booked by Systat, and assumed by Inpixon, and Systat hereby assigns each such Systat Customer Contract and all of its rights and obligations thereunder, and Inpixon hereby assumes each such Systat Customer Contract and all of Systat’s rights and obligations thereunder, as of the Closing Date, without any further action required on the part of Systat or InpixonHorizon.

Customer Contracts. Inpixon (a) Notwithstanding anything in the Framework Agreement, any Transaction Agreement or any other agreement to the contrary, the parties agree that from and after the date hereof, each of the parents and their respective Affiliates shall have be entitled to enter into new agreements with Qualifying MNC Customers and agreements for the rightConcert Group's provision of Carrier Services (in each case, including agreements extending the term of, or renewing or adding additional services to existing agreements, but not merely adding additional volume) in the obligation, to assume all name of the Systat Parties’ rightsapplicable parent or any Affiliate thereof, interestsprovided, and obligations under the Systat Customer Contracts (the “Customer Contract Assumption Right”). If Inpixon does not exercise the Customer Contract Assumption Rightthat, the applicable Systat Customer Contracts parent or Affiliate thereof shall hold such contract in trust for the economic benefit or risk of the Concert Group, and all revenues and receivables and payables derived therefrom in respect of performance prior to the Closing Date will be promptly transferred to a member of the Concert Group prior to the Closing (it being agreed that after the Closing such contracts shall be terminated by for the Systat Parties immediatelyeconomic benefit or risk of, and all amounts payable thereunder in respect of performance from and after the Closing shall be paid to, the relevant parent or its Affiliate). (b) With respect to any agreement in effect as of the date hereof relating to the offer, sale or distribution of Communications Services to any Qualifying MNC Customer or relating to the Concert Group's provision of Carrier Services, in either case which agreement is allocated to the other parent pursuant to this Agreement from and after the Closing, the parties shall not, and shall not permit any of their respective Affiliates to, seek to induce or induce any third party to terminate or breach such agreement, or to amend any such agreement to reduce the level of any products or services committed thereunder or to shorten the term thereof. Without diminishing the obligations set forth in the preceding sentence, if, prior to the Closing, a Qualifying MNC Customer or other customer of the Concert Group requests the assignment or transfer of a customer contract existing as soon as contractually permitted, which termination shall of the date hereof to the parent to whom such contract is to be effective transferred as of the Closing Date, and the Systat Parties Shareholder Representatives shall take review the request. If the Shareholder Representatives determine that the assignment or transfer request should be granted, the customer contract in question shall be assigned or transferred to the applicable parent or its Affiliate only to the extent permitted by Applicable Law, it being understood that notwithstanding any such actions and furnish and execute assignment or transfer, such additional documents and information as Inpixon may require to effectuate parent or its Affiliate shall hold such contract in trust for the termination of all such Systat Customer Contracts. Notwithstanding Inpixon’s exercise economic benefit or risk of the Customer Contract Assumption RightConcert Group, Inpixon shall not assume and shall not be responsible to pay, perform or discharge any debts, liabilities or obligations all revenues and receivables and payables derived therefrom in respect of any kind, including refunds, that arose in connection with each applicable Systat Customer Contract performance prior to the Closing Date or arise following will be transferred to a member of the Concert Group prior to Closing (it being agreed that after the Closing Date with such contracts shall be for the economic benefit or risk of, and all amounts payable thereunder in respect to actions or matters that occurred prior to of performance from and after the Closing Date and the Systat Parties shall be responsible for all such obligations. Except as otherwise limited paid to, the relevant parent or prohibited by the terms of an applicable Systat Customer Contract or applicable law, with respect to each Systat Customer Contract that Inpixon elects to assume pursuant to the Customer Contract Assumption Right, each such Systat Customer Contract shall be deemed to be assigned to Inpixon by Systat, and assumed by Inpixon, and Systat hereby assigns each such Systat Customer Contract and all of its rights and obligations thereunder, and Inpixon hereby assumes each such Systat Customer Contract and all of Systat’s rights and obligations thereunder, as of the Closing Date, without any further action required on the part of Systat or InpixonAffiliate).

Customer Contracts. Inpixon shall have A complete and accurate list of each Customer Contract pursuant to which AHPC or its Affiliates is, immediately prior to the rightdate of this Agreement, but not selling any of the obligationCurrent Products, either with or without other products of AHPC and its Affiliates, to assume all Third Party buyers is attached hereto as Exhibit C. AHPC has provided to KV a complete and accurate copy of each such Customer Contract, except that such copies may have information redacted to the Systat Parties’ rightsextent that they include information relating to the sale of products other than the Products by AHPC. At the Closing, interestsAHPC will assign and transfer to KV, and obligations under the Systat Customer Contracts (the “Customer Contract Assumption Right”). If Inpixon does not exercise KV will assume and accept from AHPC, the Customer Contract Assumption Right, the applicable Systat Customer Contracts shall be terminated by the Systat Parties immediately, or as soon as contractually permitted, which termination shall be effective as of the Closing DateContracts, and thereafter AHPC and KV shall use their mutual reasonable commercial efforts to obtain the Systat Parties shall take such actions and furnish and execute such additional documents and information as Inpixon may require to effectuate the termination release of all such Systat Customer Contracts. Notwithstanding Inpixon’s exercise AHPC and/or its Affiliate(s) from any further obligation under each of the Customer Contract Assumption RightContracts, Inpixon shall not assume and shall not be responsible except that AHPC will continue to pay, perform or discharge any debts, liabilities or obligations of any kind, including refunds, that arose comply with the Customer Contracts in connection with each applicable Systat Customer Contract prior to the Closing Date or arise following the Closing Date with respect to actions or matters that occurred prior its obligations thereunder relating to products other than the Closing Date Products. The Parties understand and agree that, because the Systat Parties shall be responsible for all such obligations. Except as otherwise limited or prohibited by right to sell the terms of an applicable Systat Customer Contract or applicable law, with respect Products is being transferred to each Systat Customer Contract that Inpixon elects to assume KV pursuant to the Customer Contract Assumption Right, each such Systat Customer Contract shall be deemed to be assigned to Inpixon by Systat, and assumed by Inpixon, and Systat hereby assigns each such Systat Customer Contract and all of its rights and obligations thereunder, and Inpixon hereby assumes each such Systat Customer Contract and all of Systat’s rights and obligations thereunderthis Agreement, as of the Closing DateDate AHPC will no longer have the right to sell the Products under the Customer Contracts, provided, however, that KV covenants and agrees that it will continue to honor all of AHPC's and its Affiliates' commitments made in each such Customer Contract with respect to supplying the Current Product, including, without limitation, the sale prices, for the Current Products throughout the term of each such Customer Contract. If and to the extent that AHPC and KV are unable to obtain a release from a Third Party of AHPC's obligations to supply the Current Products under any further such Customer Contract, then upon the request of KV, AHPC shall use its Commercially Reasonable Efforts to take actions that are permitted under the terms of such Customer Contract to minimize the commitment for Products thereunder, including, without limitation, adjusting Current Product prices upward and reducing the term of such Customer Contract solely with respect to the Current Products, provided, however, that AHPC shall not be required to either (i) adjust prices or terms relating to products other than Products or (ii) make any payments to such Third Party in consideration for making such price adjustments or modifications to the Customer Contract. AHPC agrees that it will not take any action required on with respect to any Customer Contract which will extend the part term of Systat such Customer Contract for any Current Product or Inpixonotherwise adversely affect KV with respect to any Current Product, without the prior written consent of KV.

Customer Contracts. Inpixon shall have (a) As soon as practicable following the right, but not the obligation, to assume all of the Systat Parties’ rights, interests, and obligations under the Systat Customer Contracts (the “Customer Contract Assumption Right”). If Inpixon does not exercise the Customer Contract Assumption RightPrincipal Closing Date, the applicable Systat Selling Entity and the applicable Acquiring Entity shall jointly notify each customer under a Customer Contracts shall be terminated by Contract (other than those identified on Section 2 of Schedule 3.23(a) which are being assigned to the Systat Parties immediately, or as soon as contractually permitted, which termination shall be Acquiring Entities) that effective as of the Principal Closing DateDate the Business has been transferred to the Acquiring Entities pursuant to this Agreement, and such Selling Entity shall use its best efforts to assist the Systat Parties shall take such actions applicable Acquiring Entity in obtaining a successor Customer Contract with the applicable Acquiring Entity with respect to the products and furnish services of the Business on substantially the same terms as the Customer Contract (a "Successor Customer Contract"). In the event that a Successor Contract is not entered into by the customer and execute such additional documents and information as Inpixon may require the applicable Acquiring Entity under terms acceptable to effectuate both Persons prior to the termination of all such Systat a Customer Contracts. Notwithstanding Inpixon’s exercise Contract (under the current terms of the Customer Contract Assumption Rightwithout giving effect to any automatic renewal or "evergreen" provisions thereof), Inpixon the applicable Selling Entity shall continue the performance of such Contract as contemplated in Section 2.11(b) below. (b) During the period from the Principal Closing Date through the earlier of (i) the termination of a Customer Contract under the terms thereof (not assume giving effect to any automatic renewal provisions thereof) and (ii) the date a Successor Contract to a Customer Contract is entered into between the customer and an Acquiring Entity as contemplated by Section 2.11(a) above (such period being referred to hereinafter as the "Subcontract Period"), Intergraph and each other applicable Selling Entity shall cause the benefits of their respective right, title and interest (or the economic equivalent thereof) under such Customer Contracts to be provided to the applicable Acquiring Entity and shall cooperate with such Acquiring Entity to provide such Acquiring Entity with such benefits, which cooperation shall include without limitation: (A) maintenance by Intergraph and each other applicable Selling Entity of rights under such Customer Contract in their name in trust for the benefit of such Acquiring Entity; (B) payment to the applicable Acquiring Entity of amounts collected in respect of such Customer Contract as follows: for payments received by a Selling Entity during March 1998, by wire transfer to an account designated by USI not later than 12:00 noon on the Wednesday following the week during which such payment was received by a Selling Entity; and for payments received by a Selling Entity after March 1998, by wire transfer to an account designated by USI not later than 12:00 noon on the second Business Day following receipt thereof; and (C) at the sole option and subject to the control of such Acquiring Entity, enforcement for its benefit of any and all such rights against a third party in the event such rights can not be responsible enforced by the Acquiring Entity. Unless not permitted under any Assumed Contract with respect to paywhich rights are made available to an Acquiring Entity and except to the extent contemplated by the Version 4 Reseller Agreement, the performance of such Selling Entity's obligations thereunder shall be subcontracted or sublicensed to such Acquiring Entity from the time such rights are made available to such Acquiring Entity through the termination of the Subcontract Period and the applicable Acquiring Entity shall perform such obligations in accordance with their terms. If such assignment, subcontracting or discharge any debtssublicensing is not permitted, liabilities or obligations of any kindsuch Acquiring Entity will use commercially reasonable efforts to perform and complete such Assumed Contract in accordance with its terms from and after the time such rights are made available; provided, including refundshowever, that arose in connection with each the foregoing, such Acquiring Entity shall have all rights and remedies against the other party to such Assumed Contracts, including without limitation the right to cease providing products and services thereunder if the other party thereto fails to perform its obligations thereunder. (c) Intergraph shall deliver to USI amounts prepaid under Prepaid Maintenance Contracts in respect of the period following the applicable Systat Customer Contract prior to the Closing Date or arise following as follows: (i) concurrently with the applicable Closing, Intergraph shall deliver to USI the amounts prepaid under such Contracts in respect of the month in which such Closing Date with occurs (pro-rated from the applicable Closing Date); and (ii) on the first day of each month thereafter, Intergraph shall deliver to USI the amounts prepaid under such Contracts in respect to actions or matters that occurred prior to the Closing Date and the Systat Parties shall be responsible for all such obligations. Except as otherwise limited or prohibited by the terms of an applicable Systat Customer Contract or applicable law, with respect to each Systat Customer Contract that Inpixon elects to assume pursuant to the Customer Contract Assumption Right, each such Systat Customer Contract shall be deemed to be assigned to Inpixon by Systat, and assumed by Inpixon, and Systat hereby assigns each such Systat Customer Contract and all of its rights and obligations thereunder, and Inpixon hereby assumes each such Systat Customer Contract and all of Systat’s rights and obligations thereunder, as of the Closing Date, without any further action required on the part of Systat or Inpixonmonth.

Customer Contracts. Inpixon shall have Section 1 of Schedule 3.23(a), sets forth a true, complete and correct list of all executory Contracts providing for the rightsale, but not the obligation, to assume all lease or rental of products and services of the Systat Parties’ rightsBusiness. Except as set forth on Section 2 of Schedule 3.23(a), interestsall such Contracts also relate to the sale of products and services of the Selling Entities not included within the Business (such Contracts, other than those Contracts identified on such Section 2 which are being assigned to the Acquiring Entities, are referred to as the "Customer Contracts"). As a result, the Customer Contracts are not being assigned by the Selling Entities to the Acquiring Entities but the Acquiring Entities shall be entitled to the rights of the Selling Entities under such Customer Contracts pursuant to the provisions of Section 2.11 hereof. The enforceability of each such Customer Contract and the rights and benefits of the Selling Entities thereunder will not be affected by the execution and delivery of this Agreement or any of the other agreements contemplated hereby, the performance by the parties of their obligations hereunder and thereunder or the consummation of the transactions contemplated hereby and thereby, other than as specifically provided for in Section 2.11 hereof. Each Contract identified on Section 2 of Schedule 3.23(a) is assignable (and will be assigned and transferred) by the respective Selling Entity to the appropriate Acquiring Entity pursuant to the transactions contemplated hereby without requiring any payment to, or Consent from, any Person or any waiting period, payment of any charge, fee or expense or any notice to any Person. Section 3 of Schedule 3.23(a) sets forth a true and correct list as of the date hereof of all Customer Contracts, including, without limitation, any software warranty upgrade agreements, under which a customer has prepaid a Selling Entity for products or maintenance services ("Prepaid Maintenance Contracts"). The Selling Entities will update the schedules set forth in this Section 3.23 prior to an applicable Closing. The Selling Entities shall take all action necessary so that the current term of any Customer Contract shall not be extended either under the Systat terms thereof or by operation of law. No Customer Contract has a current term ending after the one-year anniversary of the date hereof (except such Customer Contracts (the “Customer Contract Assumption Right”). If Inpixon does not exercise the Customer Contract Assumption Right, the applicable Systat Customer Contracts shall as may be terminated by the Systat Parties immediatelySelling Entities prior to such date, or as soon as contractually permittedand the Selling Entities agree to so terminate any such contract before such date at the request of USI). (b) Distributor, Reseller and Business Partner Contracts. Schedule 3.23(b) sets forth a true, complete and correct list of all distributor, reseller and business partner agreements related to the Business (the "Distributor Contracts"), all of which termination shall be effective as of the Closing Date, date of this Agreement also relate to products and the Systat Parties shall take such actions and furnish and execute such additional documents and information as Inpixon may require to effectuate the termination of all such Systat Customer Contracts. Notwithstanding Inpixon’s exercise services of the Customer Contract Assumption RightSelling Entities not included within the Business. Except as may be modified by the amendments contemplated by Section 2.12 and except as set forth on Schedule 3.23(b), Inpixon shall not assume and shall not be responsible to payall Distributor Contracts (i) are non-exclusive, perform or discharge any debts, liabilities or obligations of any kind, including refunds, that arose in connection with each applicable Systat Customer Contract prior to the Closing Date or arise following the Closing Date (ii) with respect to actions Distributor Contracts covering a territory or matters that occurred prior to territories within the Closing Date United States are terminable by either party thereto on not greater 30 days notice, and the Systat Parties shall be responsible for all such obligations. Except as otherwise limited or prohibited by the terms of an applicable Systat Customer Contract or applicable law, (iii) with respect to each Systat Customer Contract that Inpixon elects to assume pursuant to the Customer Contract Assumption Right, each such Systat Customer Contract shall be deemed to be assigned to Inpixon by Systat, and assumed by Inpixon, and Systat hereby assigns each such Systat Customer Contract and all of its rights and obligations thereunder, and Inpixon hereby assumes each such Systat Customer Contract and all of Systat’s rights and obligations thereunder, as Distributor Contracts covering a territory or territories outside of the Closing Date, without any further action required United States are terminable by either party thereto on the part of Systat or Inpixonnot greater than 90 days notice.

Customer Contracts. Inpixon shall have (a) As soon as practicable following the right, but not the obligation, to assume all of the Systat Parties’ rights, interests, and obligations under the Systat Customer Contracts (the “Customer Contract Assumption Right”). If Inpixon does not exercise the Customer Contract Assumption RightPrincipal Closing Date, the applicable Systat Selling Entity and the applicable Acquiring Entity shall jointly notify each customer under a Customer Contracts shall be terminated by Contract (other than those identified on Section 2 of Schedule 3.23(a) which are being assigned to the Systat Parties immediately, or as soon as contractually permitted, which termination shall be Acquiring ---------------- Entities) that effective as of the Principal Closing DateDate the Business has been transferred to the Acquiring Entities pursuant to this Agreement, and such Selling Entity shall use its best efforts to assist the Systat Parties shall take such actions applicable Acquiring Entity in obtaining a successor Customer Contract with the applicable Acquiring Entity with respect to the products and furnish services of the Business on substantially the same terms as the Customer Contract (a "Successor Customer Contract"). In the event that a Successor Contract is not entered into by the customer and execute such additional documents and information as Inpixon may require the applicable Acquiring Entity under terms acceptable to effectuate both Persons prior to the termination of all such Systat a Customer Contracts. Notwithstanding Inpixon’s exercise Contract (under the current terms of the Customer Contract Assumption Rightwithout giving effect to any automatic renewal or "evergreen" provisions thereof), Inpixon the applicable Selling Entity shall not assume and shall not be responsible to pay, perform or discharge any debts, liabilities or obligations continue the performance of any kind, including refundssuch Contract as contemplated in Section 2.11(b) below. (b) however, that arose in connection with each the foregoing, such Acquiring Entity shall have ------- all rights and remedies against the other party to such Assumed Contracts, including without limitation the right to cease providing products and services thereunder if the other party thereto fails to perform its obligations thereunder. (c) Intergraph shall deliver to USI amounts prepaid under Prepaid Maintenance Contracts in respect of the period following the applicable Systat Customer Contract prior to the Closing Date or arise following as follows: (i) concurrently with the applicable Closing, Intergraph shall deliver to USI the amounts prepaid under such Contracts in respect of the month in which such Closing Date with occurs (pro-rated from the applicable Closing Date); and (ii) on the first day of each month thereafter, Intergraph shall deliver to USI the amounts prepaid under such Contracts in respect to actions or matters that occurred prior to the Closing Date and the Systat Parties shall be responsible for all such obligations. Except as otherwise limited or prohibited by the terms of an applicable Systat Customer Contract or applicable law, with respect to each Systat Customer Contract that Inpixon elects to assume pursuant to the Customer Contract Assumption Right, each such Systat Customer Contract shall be deemed to be assigned to Inpixon by Systat, and assumed by Inpixon, and Systat hereby assigns each such Systat Customer Contract and all of its rights and obligations thereunder, and Inpixon hereby assumes each such Systat Customer Contract and all of Systat’s rights and obligations thereunder, as of the Closing Date, without any further action required on the part of Systat or Inpixonmonth.