Software and Software Licenses. If and to the extent requested by Spinco, GGP shall use commercially reasonable efforts to (x) obtain permission from third-party licensors of computer software to allow GGP to provide services to Spinco as required hereunder and (y) assist Spinco in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for GGP to provide, or Spinco to receive, Services (which assistance shall include to the extent appropriate providing Spinco the opportunity to receive a copy of, or participate in, any communication between GGP and the applicable third party licensor in connection therewith); provided, however, that GGP and Spinco shall mutually agree upon the specific types and quantities of any such software licenses; provided, further, that GGP shall not be required to pay any fees or other payments unless such fees and payments are reimbursed fully by Spinco or incur any obligations or liabilities to enable GGP to provide such services or enable Spinco to obtain any such license or rights; provided, further, that GGP shall not be required to seek broader rights or more favorable terms for Spinco than those applicable to GGP prior to the date of this Agreement or as may be applicable to GGP from time to time hereafter; and, provided, further, that Spinco shall bear only those costs that relate directly to obtaining such licenses (or other appropriation rights), which shall not include any payments relating to the discharge of Excluded Liabilities which are not related to the provision of Services. The Parties acknowledge and agree that there can be no assurance that GGP’s efforts will be successful or that Spinco will be able to obtain such licenses or rights on acceptable terms or at all and, where GGP enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Spinco is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license or modification to an existing GGP license to allow GGP to provide, or Spinco to receive, such Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall n...
Software and Software Licenses. (a) If and to the extent requested by Entercom, CBS shall use commercially reasonable efforts to assist Entercom in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for CBS to provide, and the Radio Business to receive, CBS Services; provided that CBS shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Entercom to obtain any such license or rights (except and to the extent that Entercom advances such fees or payments to CBS); provided, further, that CBS shall not be required to seek broader rights or more favorable terms for Entercom than those applicable to CBS or Radio, as the case may be, prior to the Separation or as may be applicable to CBS from time to time hereafter; and, provided, further, that Radio shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that CBS’s efforts will be successful or that Entercom will be able to obtain such licenses or rights on acceptable terms or at all, and, where CBS enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Entercom is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow CBS to provide, and the Radio Business to receive, such CBS Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.
Software and Software Licenses. (a) If and to the extent requested by a Party, the other Party shall use its reasonable efforts in good faith to assist such first Party in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary, certain Software necessary for a Provider to provide, or a Recipient to receive, Services; provided, however, that such first Party shall identify the specific types and quantities of any such Software licenses; provided, further, that the other Party shall not be required to pay any fees or other payments or incur any obligations to enable such first Party to obtain any such license or rights in addition to the fees and payments payable by the other Party in respect of any non-seat based enterprise-wide licenses as of the Closing Date; and provided, further, that the other Party shall not be required to seek broader rights or more favorable terms for such first Party than those applicable to GE or Xxxxx Xxxxxx, as the case may be, prior to the date hereof or as may be applicable to GE or Xxxxx Xxxxxx from time to time hereafter. The Parties acknowledge and agree that there can be no assurance that GE’s or Xxxxx Hughes’s efforts will be successful or that GE or Xxxxx Xxxxxx will be able to obtain such licenses or rights on acceptable terms or at all and, where GE or Xxxxx Xxxxxx enjoys rights under any enterprise, site or similar license grant, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau.
Software and Software Licenses. 8 Section 4.02. Covidien Computer-Based and Other Resources 9 Section 4.03. Access to Facilities 10 Section 4.04. Cooperation 10 Section 4.05. Data Protection 10 ARTICLE V COSTS AND DISBURSEMENTS Section 5.01. Costs and Disbursements 10 Section 5.02. Tax Matters 11 Section 5.03. No Right to Set-Off 13 ARTICLE VI STANDARD FOR SERVICE Section 6.01. Standard for Service 13 Section 6.02. Disclaimer of Warranties 13 Section 6.03. Compliance with Laws and Regulations 14 ARTICLE VII LIMITED LIABILITY AND INDEMNIFICATION Section 7.01. Consequential and Other Damages 14 Section 7.02. Limitation of Liability 14 Section 7.03. Obligation To Reperform; Liabilities 14 Section 7.04. Release and Recipient Indemnity 15 Section 7.05. Provider Indemnity 15 Section 7.06. Indemnification Procedures 15 Section 7.07. Liability for Payment Obligations 15 Section 7.08. Exclusion of Other Remedies 15 Section 7.09. Confirmation 15 ARTICLE VIII TERM AND TERMINATION Section 8.01. Term and Termination 15 Section 8.02. Effect of Termination 17 Section 8.03. Force Majeure 17 ARTICLE IX GENERAL PROVISIONS Section 9.01. No Agency 18 Section 9.02. Subcontractors 18 Section 9.03. Treatment of Confidential Information 18 Section 9.04. Further Assurances 19 Section 9.05. Dispute Resolution 19 Section 9.06. Notices 19 Section 9.07. Severability 21 Section 9.08. Entire Agreement 21 Section 9.09. No Third-Party Beneficiaries 21 Section 9.10. Governing Law 21 Section 9.11. Amendment 21 Section 9.12. Rules of Construction 22 Section 9.13. Counterparts 22 Section 9.14. Assignability 22 Section 9.15. Public Announcements 23 Section 9.16. Non-Recourse 23 SCHEDULE A Covidien Services A-1 SCHEDULE B Mallinckrodt Services B-1 EXHIBIT I Services Managers I-1 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT, dated as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between Covidien and Mallinckrodt (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
Software and Software Licenses. (a) If and to the extent requested by Newco, GE shall use commercially reasonable efforts to assist Newco in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary, certain computer software necessary for a Provider to provide, or a Recipient to receive, GE Services; provided, however, that Newco shall identify the specific types and quantities of any such software licenses; provided, further, that GE shall not be required to pay any fees or other payments (unless Newco agrees to the amount of any such fee or payment and provides GE in advance with the funds to enable GE to pay such fee or make such payment) or incur any obligations to enable Newco to obtain any such license or rights; and provided, further, that GE shall not be required to seek broader rights or more favorable terms for Newco than those applicable to the NBCU Businesses prior to the date hereof or as may be applicable to GE from time to time hereafter. The Parties acknowledge and agree that there can be no assurance that GE’s efforts will be successful or that Newco will be able to obtain such licenses or rights on acceptable terms or at all and, where GE enjoys rights under any enterprise, site or similar license grant, the Parties acknowledge that such license may preclude partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities.
Software and Software Licenses. 8 Section 4.02. Covidien Computer-Based and Other Resources 9 Section 4.03. Access to Facilities 10 Section 4.04. Cooperation 10 Section 4.05. Data Protection 10 ARTICLE V COSTS AND DISBURSEMENTS Section 5.01. Costs and Disbursements 10 Section 5.02. Tax Matters 12 Section 5.03. No Right to Set-Off 13 ARTICLE VI STANDARD FOR SERVICE Section 6.01. Standard for Service 13 Section 6.02. Disclaimer of Warranties 13 Section 6.03. Compliance with Laws and Regulations 14
Software and Software Licenses. (a) If and to the extent requested by the Provider, the Recipient shall use commercially reasonable efforts to assist the Provider in the Provider’s efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for the provision of Services and the Recipient shall be responsible for any fees, payments or other Liabilities incurred by or on behalf of the Provider in connection with obtaining any such license or rights to the extent such license or rights relate exclusively to the provision of Services. The Parties acknowledge and agree that there can be no assurance that such efforts will be successful. In the event that the Provider is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow the Provider to provide the applicable Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.
Software and Software Licenses. 9 Section 4.02 Pentair Computer-Based and Other Resources 10 Section 4.03 Access to Facilities 10 Section 4.04 Cooperation 10 Section 4.05 Data Protection 11 ARTICLE V COSTS AND DISBURSEMENTS Section 5.01 Costs and Disbursements 13 Section 5.02 Tax Matters 14 Section 5.03 No Right to Set-Off 15 ARTICLE VI STANDARD FOR SERVICE
Software and Software Licenses. Section 3.1 If and to the extent requested by Recipient, Seller shall use commercially reasonable efforts to assist Recipient in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary, certain Software necessary for a Seller Entity to provide, or Recipient to receive, Services; provided, however, that Recipient shall notify Seller in writing of the specific types and quantities of any such Software licenses; provided, further, that Seller shall not be required to incur any obligation, expend any money or commence or participate in any action, suit, arbitration or proceeding by or before any Governmental Entity or offer or grant any accommodation (financial or otherwise) to any third party in order to provide such license (or other appropriate rights) to enable Recipient to obtain any such license; and provided, further, that Seller shall not be required to seek broader rights or more favorable terms for Recipient than those applicable to Seller or Recipient, as the case may be, prior to the date hereof or as may be applicable to Seller from time to time hereafter. The Parties acknowledge and agree that there can be no assurance that Seller’s efforts will be successful or that Recipient will be able to obtain such licenses or rights on acceptable terms or at all and, where Seller enjoys rights under any enterprise, site or similar license grant, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities.
Software and Software Licenses. 8 Section 4.02. Covidien Computer-Based and Other Resources 9 Section 4.03. Access to Facilities 10 Section 4.04. Cooperation 10 Section 4.05. Data Protection 10 ARTICLE V
