Common use of Customer Contracts Clause in Contracts

Customer Contracts. (a) As soon as practicable following the Principal Closing Date, the applicable Selling Entity and the applicable Acquiring Entity shall jointly notify each customer under a Customer Contract (other than those identified on Section 2 of Schedule 3.23(a) which are being assigned to the Acquiring ---------------- Entities) that effective as of the Principal Closing Date 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 applicable Acquiring Entity in obtaining a successor Customer Contract with the applicable Acquiring Entity with respect to the products and 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 the applicable Acquiring Entity under terms acceptable to both Persons prior to the termination of a Customer Contract (under the current terms of the Customer Contract without giving effect to any automatic renewal or "evergreen" provisions thereof), the applicable Selling Entity shall continue the performance of such Contract as contemplated in Section 2.11(b) below. (b) however, that in connection with 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 Closing Date 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 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 of each such month.

Customer Contracts. Section 1 of Schedule 3.23(a), sets forth a true, complete and correct list of all executory Contracts providing for the sale, lease or rental of products and services of the Business. Except as set forth on Section 2 of Schedule 3.23(a), all such Contracts also relate to the sale of products and services of the Selling Entities not included within the Business (a) As soon as practicable following the Principal Closing Datesuch Contracts, the applicable Selling Entity and the applicable Acquiring Entity shall jointly notify each customer under a Customer Contract (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) which are being is assignable (and will be assigned and transferred) by the respective Selling Entity to the appropriate Acquiring ---------------- EntitiesEntity 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) that effective sets forth a true and correct list as of the Principal Closing Date 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 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 as may be terminated by the Selling Entities prior to such date, and 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 has been transferred (the "Distributor Contracts"), all of which as of the date of this Agreement also relate to the Acquiring Entities pursuant to this Agreement, and such Selling Entity shall use its best efforts to assist the applicable Acquiring Entity in obtaining a successor Customer Contract with the applicable Acquiring Entity with respect to the products and services of the Business on substantially Selling Entities not included within the same terms Business. Except as the Customer Contract (a "Successor Customer Contract"). In the event that a Successor Contract is not entered into may be modified by the customer amendments contemplated by Section 2.12 and the applicable Acquiring Entity under terms acceptable to both Persons prior to the termination of a Customer Contract (under the current terms of the Customer Contract without giving effect to any automatic renewal or "evergreen" provisions thereofexcept as set forth on Schedule 3.23(b), the applicable Selling Entity shall continue the performance of such Contract as contemplated in Section 2.11(b) below. (b) however, that in connection with 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 Distributor Contracts in respect of the period following the applicable Closing Date as follows: (i) concurrently with the applicable Closingare non-exclusive, Intergraph shall deliver to USI the amounts prepaid under such Contracts in respect of the month in which such Closing occurs (pro-rated from the applicable Closing Date); and (ii) with respect to Distributor Contracts covering a territory or territories within the United States are terminable by either party thereto on not greater 30 days notice, and (iii) with respect to Distributor Contracts covering a territory or territories outside of the first day of each month thereafter, Intergraph shall deliver to USI the amounts prepaid under such Contracts in respect of each such monthUnited States are terminable by either party thereto on not greater than 90 days notice.

Customer Contracts. (a) As soon as practicable following Notwithstanding anything in the Principal Closing DateFramework 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 be entitled to enter into new agreements with Qualifying MNC Customers and agreements for the Concert 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 name of the applicable parent or any Affiliate thereof, provided, that, the applicable Selling Entity and parent or Affiliate thereof shall hold such contract in trust for the applicable Acquiring Entity shall jointly notify each customer under a Customer Contract (other than those identified on Section 2 of Schedule 3.23(a) which are being assigned to the Acquiring ---------------- Entities) that effective as economic benefit or risk of the Principal Closing Date the Business has been transferred to the Acquiring Entities pursuant to this AgreementConcert Group, and such Selling Entity shall use its best efforts to assist the applicable Acquiring Entity all revenues and receivables and payables derived therefrom in obtaining a successor Customer Contract with the applicable Acquiring Entity with respect to the products and 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 the applicable Acquiring Entity under terms acceptable to both Persons performance prior to the termination of Closing Date will be promptly transferred to a Customer Contract (under the current terms member of the Customer Contract without giving effect Concert Group prior to any automatic renewal the Closing (it being agreed that after the Closing such contracts shall be for the economic benefit or "evergreen" provisions thereof)risk of, and all amounts payable thereunder in respect of performance from and after the Closing shall be paid to, the applicable Selling Entity shall continue the performance of such Contract as contemplated in Section 2.11(b) belowrelevant parent or its Affiliate). (b) howeverWith 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 of the date hereof to the parent to whom such contract is to be transferred as of the Closing Date, the Shareholder Representatives shall review the request. If the Shareholder Representatives determine that the assignment or transfer request should be granted, the customer contract in connection with question shall be assigned or transferred to the foregoingapplicable parent or its Affiliate only to the extent permitted by Applicable Law, it being understood that notwithstanding any such assignment or transfer, such Acquiring Entity parent or its Affiliate shall have ------- hold such contract in trust for the economic benefit or risk of the Concert Group, and all rights revenues and remedies against the other party to such Assumed Contracts, including without limitation the right to cease providing products receivables 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 payables derived therefrom in respect of performance prior to the period following the applicable Closing Date as follows: will be transferred to a member of the Concert Group prior to Closing (i) concurrently with it being agreed that after the applicable ClosingClosing such contracts shall be for the economic benefit or risk of, Intergraph shall deliver to USI the and all amounts prepaid under such Contracts payable thereunder in respect of performance from and after the month in which such Closing occurs (pro-rated from shall be paid to, the applicable Closing Daterelevant parent or its Affiliate); and (ii) on the first day of each month thereafter, Intergraph shall deliver to USI the amounts prepaid under such Contracts in respect of each such month.

Customer Contracts. (a) As soon as practicable following Acquiror agrees to use commercially reasonable efforts to collect, and shall 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 Principal underlying 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 such good faith efforts have proven unsuccessful. If, after the Closing Date, Acquiror or the applicable Selling Entity and Surviving Corporation actually collects amounts owed representing any Acquiror Collectable Receivables, then Acquiror shall remit to Parent by wire transfer within thirty (30) days of the applicable Acquiring Entity shall jointly notify each customer end of the calendar month in which Acquiror or the Surviving Corporation received such Acquiror Collectable Receivables, cash equal to Parent’s share (based on the percentage of the obligations owed under a the Customer Contract (other than those identified on Section 2 of Schedule 3.23(a) which are being assigned that were performed by Parent or the Company prior to the Acquiring ---------------- EntitiesClosing Date) that effective as of the Principal Closing Date the Business has been transferred to the Acquiring Entities pursuant to this Agreementsuch Acquiror Collectable Receivables actually collected. Upon Parent’s reasonable written request, and such Selling Entity Acquiror shall use its best efforts to assist the applicable Acquiring Entity in obtaining provide Parent with a successor Customer Contract with the applicable Acquiring Entity monthly report with respect to the products and services status 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 the applicable Acquiring Entity under terms acceptable its efforts to both Persons prior to the termination of a Customer Contract (under the current terms of the Customer Contract without giving effect to any automatic renewal or "evergreen" provisions thereof), the applicable Selling Entity shall continue the performance of such Contract as contemplated in Section 2.11(b) belowcollect Acquiror Collectable Receivables. (b) howeverParent agrees to use commercially reasonable efforts to collect, and shall not waive or agree to any offsetting without Acquiror’s written consent, any amount owed representing any Parent Collectable Receivables; provided that in connection Parent may cease collection efforts with respect to a specific Parent Collectable Receivable and write off the foregoing, underlying amount if it has used commercially reasonable efforts for a minimum of six months to collect such Acquiring Entity shall have ------- all rights and remedies against the other party to such Assumed Contractsspecific Parent Collectable Receivable, including without limitation a minimum of three documented attempts at collection, but such good faith efforts have proven unsuccessful. If, after the right Closing Date, Parent actually collects amounts owed representing any Parent Collectable Receivables, then Parent shall remit to cease providing products and services thereunder if Acquiror by wire transfer within thirty (30) days of the other party thereto fails end of the calendar month in which Parent received such Parent Collectable Receivables, cash equal to perform 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 obligations thereunderefforts to collect Parent Collectable Receivables. (c) Intergraph Acquiror shall deliver use commercially reasonable efforts to USI amounts prepaid perform (or cause the Surviving Corporation to perform) under Prepaid Maintenance Customer Contracts in respect of pursuant to which there exist any Acquiror Collectable Receivables or Parent Collectable Receivables, and Acquiror shall be responsible for any refunds issued after the period following the applicable Closing Date as follows: (i) concurrently with respect to such Customer Contracts, but only to the applicable Closing, Intergraph shall deliver extent that such refunds relate to USI matters that arose after the amounts prepaid under such Contracts in respect of the month in which such Closing occurs (pro-rated from the applicable Closing Date); and (ii) on . Acquiror shall not issue any refunds that relate to matters that arose prior to the first day of each month thereafter, Intergraph shall deliver to USI the amounts prepaid under such Contracts in respect of each such monthClosing Date.

Customer Contracts. (a) As soon as practicable following A complete and accurate list of each of the Principal Closing Datecurrent and pending Customer Contracts pursuant to which AHP or an AHP Affiliate is, the applicable Selling Entity and the applicable Acquiring Entity shall jointly notify each customer under a Customer Contract (other than those identified on Section 2 of Schedule 3.23(a) which are being assigned with respect to the Acquiring ---------------- Entities) current Customer Contracts immediately prior to the date of this Agreement, selling Products, along with other products of AHP and its Affiliates, to Third Party buyers is attached hereto as Exhibit A. AHP agrees that effective between the date of signing of this Agreement and Closing, no new Customer Contracts shall be executed without first consulting with Horizon. AHP further agrees that between the date of signing of this Agreement and Closing, no new bids shall be made without first consulting with and obtaining the written consent of Horizon. The parties agree that bids outstanding as of the Principal Closing Date date of the Business has been 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 the Acquiring Entities Horizon pursuant to this Agreement, as of the Effective Date AHP will no longer have the right to sell or, except as provided below, adjust the price of 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. 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 Selling Entity 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 best efforts Commercially Reasonable Efforts to assist take actions that are permitted under the applicable Acquiring Entity in obtaining a successor terms of such Customer Contract with to minimize the applicable Acquiring Entity commitment for Product thereunder, 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 required to either (i) adjust prices or terms relating to products and services of the Business on substantially the same terms as other than Products, (ii) make any payments to such Third Party in consideration for making such price adjustments or modifications to the Customer Contract or (a "Successor Customer Contract"). In the event that a Successor Contract is not entered into by the customer and the applicable Acquiring Entity under terms acceptable to both Persons prior to the termination of a iii) terminate any such Customer Contract (under with respect to products other than Products. AHP agrees that following the current terms 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 Customer Contract without giving effect to any automatic renewal or "evergreen" provisions thereof), Product after the applicable Selling Entity Closing shall continue the performance of such Contract as contemplated in Section 2.11(b) belowbe booked by Horizon. (b) however, that in connection with 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 Closing Date 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 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 of each such month.

Customer Contracts. (a) As soon A complete and accurate list of each Customer Contract pursuant to which AHPC or its Affiliates is, immediately prior to the date of this Agreement, selling any of the Current Products, either with or without other products of AHPC and its Affiliates, to Third Party buyers is attached hereto as practicable following 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 Principal Closing Dateextent that they include information relating to the sale of products other than the Products by AHPC. At the Closing, AHPC will assign and transfer to KV, and KV will assume and accept from AHPC, the applicable Selling Entity Customer Contracts, and thereafter AHPC and KV shall use their mutual reasonable commercial efforts to obtain the applicable Acquiring Entity shall jointly notify release of AHPC and/or its Affiliate(s) from any further obligation under each customer under a of the Customer Contract (Contracts, except that AHPC will continue to comply with the Customer Contracts in respect to its obligations thereunder relating to products other than those identified on Section 2 of Schedule 3.23(a) which are the Products. The Parties understand and agree that, because the right to sell the Products is being assigned to the Acquiring ---------------- Entities) that effective as of the Principal Closing Date the Business has been transferred to the Acquiring Entities KV pursuant to this Agreement, as of the Closing Date 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 Selling Entity 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 such Customer Contract, then upon the request of KV, AHPC shall use its best efforts Commercially Reasonable Efforts to assist take actions that are permitted under the applicable Acquiring Entity in obtaining a successor terms of such Customer Contract with to minimize the applicable Acquiring Entity 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 products and 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 the applicable Acquiring Entity under terms acceptable to both Persons prior to the termination of a Customer Contract (under the current terms of the Customer Contract without giving effect to any automatic renewal or "evergreen" provisions thereof)Current Products, the applicable Selling Entity shall continue the performance of such Contract as contemplated in Section 2.11(b) below. (b) provided, however, that in connection with the foregoing, such Acquiring Entity AHPC shall have ------- all rights and remedies against the other party not be required 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 Closing Date as follows: either (i) concurrently with the applicable Closing, Intergraph shall deliver adjust prices or terms relating to USI the amounts prepaid under such Contracts in respect of the month in which such Closing occurs (pro-rated from the applicable Closing Date); and products other than Products or (ii) on make any payments to such Third Party in consideration for making such price adjustments or modifications to the first day Customer Contract. AHPC agrees that it will not take any action with respect to any Customer Contract which will extend the term of each month thereaftersuch Customer Contract for any Current Product or otherwise adversely affect KV with respect to any Current Product, Intergraph shall deliver to USI without the amounts prepaid under such Contracts in respect prior written consent of each such monthKV.

Customer Contracts. (a) As soon as practicable following the Principal Closing Date, the applicable Selling Entity and the applicable Acquiring Entity shall jointly notify each customer under a Customer Contract (other than those identified on Section 2 of Schedule 3.23(a) which are being assigned to the Acquiring ---------------- Entities) that effective as of the Principal Closing Date 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 applicable Acquiring Entity in obtaining a successor Customer Contract with the applicable Acquiring Entity with respect to the products and 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 the applicable Acquiring Entity under terms acceptable to both Persons prior to the termination of a Customer Contract (under the current terms of the Customer Contract without giving effect to any automatic renewal or "evergreen" provisions thereof), 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 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 enforced by the Acquiring Entity. Unless not permitted under any Assumed Contract with respect to which 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 sublicensing is not permitted, such 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, however, that in connection with 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 Closing Date 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 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 of each such month.

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 (a) As soon as practicable following the Principal Closing Date“Customer Contract Assumption Right”). If Inpixon does not exercise the Customer Contract Assumption Right, the applicable Selling Entity and Systat Customer Contracts shall be terminated by the applicable Acquiring Entity Systat Parties immediately, or as soon as contractually permitted, which termination shall jointly notify each customer under a Customer Contract (other than those identified on Section 2 of Schedule 3.23(a) which are being assigned to the Acquiring ---------------- Entities) that be effective as of the Principal Closing Date the Business has been transferred to the Acquiring Entities pursuant to this AgreementDate, and the Systat Parties shall take such Selling Entity shall use its best efforts actions and furnish and execute such additional documents and information as Inpixon may require to assist the applicable Acquiring Entity in obtaining a successor Customer Contract with the applicable Acquiring Entity with respect to the products and 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 the applicable Acquiring Entity under terms acceptable to both Persons prior to effectuate the termination of a all such Systat Customer Contract (under the current terms Contracts. Notwithstanding Inpixon’s exercise of the Customer Contract without giving effect Assumption Right, Inpixon shall not assume and shall not be responsible to pay, perform or discharge any automatic renewal debts, liabilities or "evergreen" provisions thereof)obligations of any kind, the applicable Selling Entity shall continue the performance of such Contract as contemplated in Section 2.11(b) below. (b) howeverincluding refunds, that arose in connection with each applicable Systat Customer Contract prior to the foregoingClosing 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 Acquiring Entity Systat Customer Contract shall have ------- 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 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 , and Inpixon hereby assumes each such Systat Customer Contract and all of Systat’s rights and obligations thereunder, as of the period following the applicable Closing Date 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 occurs (pro-rated from the applicable Closing Date); and (ii) , without any further action required on the first day part of each month thereafter, Intergraph shall deliver to USI the amounts prepaid under such Contracts in respect of each such monthSystat or Inpixon.