Common use of Retained Contracts Clause in Contracts

Retained Contracts. The parties acknowledge that Seller and/or its Subsidiaries are parties to Contracts that are not being assigned to Buyer hereunder at the Closing that contain non-disclosure, non-solicitation, non-competition, assignment of inventions and/or similar provisions (each, a “Restrictive Provision”) in favor of, or that benefit, in whole or in part, the Business (collectively, the “Retained Business Contracts”). For a period of three (3) years after the Closing, (i) upon the request of Buyer, Seller shall provide copies of all Retained Business Contracts to Buyer and (ii) if Buyer or Seller discovers a breach of any Restrictive Provision by a Person subject to such Restrictive Provision (Seller shall provide written notice to Buyer of any such breach promptly after its discovery thereof), Seller shall, or shall cause its Subsidiaries to, upon the written request of Buyer, assign to Buyer any rights under such Restrictive Provision without further consideration; provided, however, that any such assignment need not be exclusive unless failure of such assignment to be exclusive would impair Buyer’s rights under such Restrictive Provision following such assignment; and provided, further, if in the judgment of Buyer any such assignment would constitute a breach thereof or would be ineffective, would affect adversely the rights of Buyer under such Restrictive Provision or would violate or be unenforceable under any applicable Law, then Seller shall, and shall cause its Subsidiaries to, (A) use commercially reasonable efforts to obtain any requisite consent to assignment if requested by Buyer and (B) if such consent is not obtained or if Buyer elects not to have such Restrictive Provision assigned for any of the reasons set forth in the foregoing proviso, take any and all commercially reasonable action necessary to enforce such Restrictive Provision on behalf of Buyer at the direction and cost of Buyer. If Seller or any of its Subsidiaries is required to enforce a Restrictive Provision in accordance with the foregoing clause (B), the parties shall work in good faith to establish reasonable processes governing the obligations of Seller and the cooperation between the parties with respect thereto.