Common use of PERSONAL COMPUTERS Clause in Contracts

PERSONAL COMPUTERS. (1) Seller or the Designated Seller lease certain of the PCs and ancillary equipment used by the Employees in the Operations (collectively, the "LEASED PC EQUIPMENT"). The Parties agree that these PCs and ancillary equipment are not intended to form part of the Facility/Design Assets. The temporary use by the Purchaser and the Designated Purchaser, as the case may be, following the applicable Closing Date of Leased PC Equipment shall be governed by the Shared Services Agreement. (2) The Parties acknowledge the Purchaser and its Affiliates may, but shall not be obligated to, contract with the lessors of such Leased PC Equipment for the purchase or continued use of such equipment following the expiry of the Shared Services Agreement. (3) Schedule 2.6 lists and separately identifies each piece of Leased PC Equipment used in the Operations. No later than (30) days prior to the termination of the applicable "SSA Period" (as that term is defined in the Shared Services Agreement), the Purchaser shall be entitled to request that (i) Seller approach the lessor(s) and negotiate on behalf of Purchaser or a Designated Purchaser, either a buyout of such equipment (in which case such equipment shall be deemed to Owned Equipment and transferred pursuant to the terms of this Agreement as part of the transfer of the Facility/Design Assets for the applicable Facility or the Design Operations, as the case may be); or (ii) the assignment in whole or in part, and assumption by the Purchaser of the applicable lease agreements, in which case Seller or the applicable Designated Seller shall use commercially reasonable efforts to achieve either (i) or (ii) above, as requested by Purchaser, and in the case of clause (i) shall make any buy-out payments required under the terms of the applicable lease to be provided to any applicable lessor. In respect of the Leased PC Equipment listed on Schedule 2.6 for which title or the lease in respect thereof is to be transferred, when and if the Seller is able to transfer, or to cause to be transferred, title to such equipment or the lease in respect thereof to the Purchaser or the relevant Designated Purchasers, the Seller will notify the Purchaser of the proposed transfer date (the "TRANSFER DATE" ) and the value (the "TRANSFER VALUE" ) in the case of a buyout of Leased PC Equipment so being transferred (which amount will be provided by the lessor of such equipment). Upon receipt of such notification, the Purchaser or relevant Designated Purchasers shall promptly advise the Seller whether it wishes to buy out the Leased PC Equipment and, if it wishes to make such a buy out, upon receipt of a bill of sale from the Seller evidencing transfer of title of such Leased PC Equipment, the Purchaser agrees to pay to the Seller as agent for the relevant Designated Seller on the relevant Transfer Date, (in immediately available funds in the currency of the applicable equipment contract), the Transfer Value of the Leased PC Equipment being transferred (and any applicable Transfer Taxes arising out of either the purchase of Leased PC Equipment by the Seller or any of its Affiliates or out of the transfer of such Leased PC Equipment to the Purchaser or the relevant Designated Purchaser hereunder)

PERSONAL COMPUTERS. (1) Seller or the Designated Seller lease certain of the PCs and ancillary equipment used by the Employees in the Operations (collectively, the "LEASED “Leased PC EQUIPMENT"Equipment”). The Parties agree that these PCs and ancillary equipment are not intended to form part of the Facility/Design Assets. The temporary use by the Purchaser and the Designated Purchaser, as the case may be, following the applicable Closing Date of Leased PC Equipment shall be governed by the Shared Services Agreement. (2) The Parties acknowledge the Purchaser and its Affiliates may, but shall not be obligated to, contract with the lessors of such Leased PC Equipment for the purchase or continued use of such equipment following the expiry of the Shared Services Agreement. (3) Schedule 2.6 lists and separately identifies each piece of Leased PC Equipment used in the Operations. No later than (30) days prior to the termination of the applicable "“SSA Period" ” (as that term is defined in the Shared Services Agreement), the Purchaser shall be entitled to request that (i) Seller approach the lessor(s) and negotiate on behalf of Purchaser or a Designated Purchaser, either a buyout of such equipment (in which case such equipment shall be deemed to Owned Equipment and transferred pursuant to the terms of this Agreement as part of the transfer of the Facility/Design Assets for the applicable Facility or the Design Operations, as the case may be); or (ii) the assignment in whole or in part, and assumption by the Purchaser of the applicable lease agreements, in which case Seller or the applicable Designated Seller shall use commercially reasonable efforts to achieve either (i) or (ii) above, as requested by Purchaser, and in the case of clause (i) shall make any buy-out payments required under the terms of the applicable lease to be provided to any applicable lessor. In respect of the Leased PC Equipment listed on Schedule 2.6 for which title or the lease in respect thereof is to be transferred, when and if the Seller is able to transfer, or to cause to be transferred, title to such equipment or the lease in respect thereof to the Purchaser or the relevant Designated Purchasers, the Seller will notify the Purchaser of the proposed transfer date (the "TRANSFER DATE" “Transfer Date”) and the value (the "TRANSFER VALUE" “Transfer Value”) in the case of a buyout of Leased PC Equipment so being transferred (which amount will be provided by the lessor of such equipment). Upon receipt of such notification, the Purchaser or relevant Designated Purchasers shall promptly advise the Seller whether it wishes to buy out the Leased PC Equipment and, if it wishes to make such a buy out, upon receipt of a bill b▇▇▇ of sale from the Seller evidencing transfer of title of such Leased PC Equipment, the Purchaser agrees to pay to the Seller as agent for the relevant Designated Seller on the relevant Transfer Date, (in immediately available funds in the currency of the applicable equipment contract), the Transfer Value of the Leased PC Equipment being transferred (and any applicable Transfer Taxes arising out of either the purchase of Leased PC Equipment by the Seller or any of its Affiliates or out of the transfer of such Leased PC Equipment to the Purchaser or the relevant Designated Purchaser hereunder).