Common use of Software and Software Licenses Clause in Contracts

Software and Software Licenses. (a) If and to the extent requested by ▇▇▇▇, Parent shall use commercially reasonable efforts to assist ▇▇▇▇ in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Parent to provide, and ▇▇▇▇ to receive, Parent Services; provided, however, that Parent shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable ▇▇▇▇ to obtain any such license or rights (except and to the extent that ▇▇▇▇ advances such fees or payments to Parent); provided, further, that Parent shall not be required to seek broader rights or more favorable terms for ▇▇▇▇ than those applicable to Parent or ▇▇▇▇, as the case may be, prior to the date of this Agreement or as may be applicable to Parent from time to time hereafter; provided, further, that ▇▇▇▇ 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 Parent’s efforts will be successful or that ▇▇▇▇ will be able to obtain such licenses or rights on acceptable terms or at all, and, where Parent 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 ▇▇▇▇ is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Parent to provide, and ▇▇▇▇ to receive, such Parent Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (b) If and to the extent requested by Parent, ▇▇▇▇ shall use commercially reasonable efforts to assist Parent in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for ▇▇▇▇ to provide, and Parent to receive, ▇▇▇▇ Services; provided, however, that ▇▇▇▇ shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Parent to obtain any such license or rights (except and to the extent that Parent advances such fees or payments to ▇▇▇▇); provided, further, that ▇▇▇▇ shall not be required to seek broader rights or more favorable terms for Parent than those applicable to ▇▇▇▇ or Parent, as the case may be, prior to the date of this Agreement or as may be applicable to ▇▇▇▇ from time to time hereafter; and, provided, further, that Parent 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 Arlo’s efforts will be successful or that Parent will be able to obtain such licenses or rights on acceptable terms or at all, and, where ▇▇▇▇ 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 Parent is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow ▇▇▇▇ to provide, and Parent to receive, such ▇▇▇▇ Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.1 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by a Recipient or a Provider and (ii) would not have been payable by a Recipient or a Provider absent the need for a consent or waiver in connection with the license that such Recipient is seeking to obtain, such costs shall be borne by such Recipient.

Software and Software Licenses. (a) If and to the extent requested by ▇▇▇▇Radio, Parent CBS shall use commercially reasonable efforts to assist ▇▇▇▇ Radio in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Parent CBS to provide, and ▇▇▇▇ Radio to receive, Parent CBS Services; provided, however, that Parent CBS shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable ▇▇▇▇ Radio to obtain any such license or rights (except and to the extent that ▇▇▇▇ Radio advances such fees or payments to ParentCBS); provided, further, that Parent CBS shall not be required to seek broader rights or more favorable terms for ▇▇▇▇ Radio than those applicable to Parent CBS or ▇▇▇▇Radio, as the case may be, prior to the date of this Agreement or as may be applicable to Parent 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 ParentCBS’s efforts will be successful or that ▇▇▇▇ Radio will be able to obtain such licenses or rights on acceptable terms or at all, and, where Parent 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 ▇▇▇▇ Radio is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Parent CBS to provide, and ▇▇▇▇ Radio to receive, such Parent CBS Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (b) If and to the extent requested by ParentCBS, ▇▇▇▇ Radio shall use commercially reasonable efforts to assist Parent CBS in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for ▇▇▇▇ Radio to provide, and Parent CBS to receive, ▇▇▇▇ Radio Services; provided, however, that ▇▇▇▇ Radio shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Parent CBS to obtain any such license or rights (except and to the extent that Parent CBS advances such fees or payments to ▇▇▇▇Radio); provided, further, that ▇▇▇▇ Radio shall not be required to seek broader rights or more favorable terms for Parent CBS than those applicable to ▇▇▇▇ Radio or ParentCBS, as the case may be, prior to the date of this Agreement or as may be applicable to ▇▇▇▇ Radio from time to time hereafter; and, provided, further, that Parent CBS 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 ArloRadio’s efforts will be successful or that Parent CBS will be able to obtain such licenses or rights on acceptable terms or at all, and, where ▇▇▇▇ Radio 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 Parent CBS is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow ▇▇▇▇ Radio to provide, and Parent CBS to receive, such ▇▇▇▇ Radio Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.1 3.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by a the Recipient or a the Provider and (ii) would not have been payable by a the Recipient or a the Provider absent the need for a consent or waiver in connection with the license that such the Recipient is seeking to obtain, such costs shall be borne by such the Recipient.

Software and Software Licenses. (a) If and to the extent requested by ▇▇▇▇the Acquiror, Parent GE shall use commercially reasonable efforts to assist ▇▇▇▇ the Acquiror in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicablenecessary, certain all computer software necessary for Parent a Provider to provide, and ▇▇▇▇ or a Recipient to receive, Parent GE Services; provided, however, that Parent unless and to the extent expressly required by Section 11.02 of Purchase Agreement GE shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable ▇▇▇▇ the Acquiror to obtain any such license or rights (except rights; and to the extent that ▇▇▇▇ advances such fees or payments to Parent); provided, further, that Parent GE shall not be required to seek broader rights or more favorable terms for ▇▇▇▇ the Acquiror than those applicable to Parent GE or ▇▇▇▇the Business, as the case may be, prior to the date of this Agreement hereof or as may be applicable to Parent GE from time to time hereafter; provided, further, that ▇▇▇▇ 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 ParentGE’s efforts will be successful or that ▇▇▇▇ the Acquiror will be able to obtain such licenses or rights on acceptable terms or at all, and, where Parent 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 ▇▇▇▇ is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Parent to provide, and ▇▇▇▇ to receive, such Parent Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (b) If and to the extent requested by ParentGE, ▇▇▇▇ the Acquiror shall use commercially reasonable efforts to assist Parent GE in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicablenecessary, certain all computer software necessary for ▇▇▇▇ a Provider to provide, and Parent or a Recipient to receive, ▇▇▇▇ the Acquiror Services; provided, however, that ▇▇▇▇ GE shall identify the specific types and quantities of any such software licenses; provided, further, that the Acquiror shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Parent GE to obtain any such license or rights (except rights; and to the extent that Parent advances such fees or payments to ▇▇▇▇); provided, further, that ▇▇▇▇ the Acquiror shall not be required to seek broader rights or more favorable terms for Parent GE than those applicable to ▇▇▇▇ GE or Parentthe Acquiror, as the case may be, prior to the date of this Agreement hereof or as may be applicable to ▇▇▇▇ the Acquiror from time to time hereafter; and, provided, further, that Parent 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 Arlothe Acquiror’s efforts will be successful or that Parent GE will be able to obtain such licenses or rights on acceptable terms or at all, and, where ▇▇▇▇ 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 Parent is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow ▇▇▇▇ to provide, and Parent to receive, such ▇▇▇▇ Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.1 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by a Recipient or a Provider and (ii) would not have been payable by a Recipient or a Provider absent the need for a consent or waiver in connection with the license that such Recipient is seeking to obtain, such costs shall be borne by such Recipient.