Replacement Software Licenses. Prior to Closing, Buyer shall obtain or cause to be obtained licenses or other agreements (the “Replacement Software Licenses”) that are sufficient to permit the Company and the Subsidiaries, on and after the Closing Date, to continue to make use of the Intellectual Property Assets in at least the manner and extent permitted under the license agreements identified on Schedule 4.12; provided, however, that, to the extent that Buyer notifies Seller in writing at least thirty (30) days prior the Closing Date that it will not make use of any such Intellectual Property Assets on and after the Closing Date (the “Unnecessary Software List”), then the Replacement Software Licenses that Buyer must otherwise obtain or cause to be obtained pursuant to this Section need not include rights to make use of the Intellectual Property Assets set forth in such Unnecessary Software List.
Replacement Software Licenses. Prior to Closing, Buyer shall obtain or cause to be obtained, at no expense to Seller or any Non-Newington Affiliate, licenses and/or other agreements (collectively, the “Buyer’s Replacement Software Licenses”) that are separate agreements from Seller’s Software Licenses and that are sufficient to (i) lawfully permit Newington Energy, on and after the Closing Date, to continue to make use of the Seller’s Licensed Software in at least the manner and extent permitted under Seller’s Software Licenses, and (ii) lawfully permit Seller or the Non-Newington Affiliate that is the party to each Seller’s Software License to leave, on and after the Closing Date, the Sellers’ Licensed Software on the computer hardware, firmware or other equipment or devices on which it is stored, loaded, located or used prior to the Closing Date rather than removing the Seller’s Licensed Software therefrom; provided, that to the extent Buyer notifies Seller in writing at least 30 days prior the Closing Date that it will not make use of any particular Seller’s Licensed Software (collectively, the “Unnecessary Software”), then the Buyer’s Replacement Software Licenses that Buyer must otherwise obtain or cause to be obtained pursuant to this Section 6.18 need not include rights to make use of the Unnecessary Software set forth in Buyer’s written notice and Seller, on or prior to the Closing Date, may cause the Unnecessary Software to be removed from the computer hardware, firmware or other equipment or devices on which it is stored, loaded, located or used.
