Common use of Software Issues Clause in Contracts

Software Issues. Prior to the Closing, Seller and Buyer shall use commercially reasonable efforts to cooperate to obtain written consents and acknowledgements from each third-party licensor of each piece of Software that may be required in order to evidence that Buyer has or will have by the Closing either a license with such third-party licensor or a sublicense under the Transition Services Agreement sufficient to allow Buyer to use such Software during the term set forth in the Transition Services Agreement and, with respect to the Software identified in Schedule 7.11, to allow Seller and its Affiliates to sell, transfer, convey and deliver to Buyer all Equipment upon which such Software is loaded without obligating Seller or its Affiliates to remove such Software from such Equipment prior to the sale, transfer, conveyance and delivery thereof; provided, however, that Seller and its Affiliates shall have no obligation to pay money or grant any accommodation to any third party in order to obtain any such consents and acknowledgements, except to the extent that Buyer agrees to reimburse Seller or such Affiliate for any such payment made by Seller or such Affiliate at the request of Buyer. With respect to any item identified in Schedule 7.11 for which the applicable third-party licensor would not provide such consents and acknowledgements prior to the Closing, Seller and its Affiliates shall have the right to remove such identified Software from Equipment prior to the Closing Date; provided, however, that, subject to the proviso in the preceding sentence, Seller and its Affiliates shall use commercially reasonable efforts to make the benefits of such Software license agreements available to Buyer.

Software Issues. Prior to the Closing, Seller and Buyer shall use commercially reasonable efforts to cooperate to obtain written consents and acknowledgements from each third-party licensor of each piece of Software that may be required in order to evidence that Buyer has or will have by the Closing either a license with such third-party licensor or a sublicense under the Transition Services Agreement sufficient to allow Buyer to use such Software during the term set forth in the Transition Services Agreement and, with respect to the Software identified in Schedule 7.117.8, to allow Seller and its Affiliates to sell, transfer, convey and deliver to Buyer all Equipment upon which such Software is loaded without obligating Seller or its Affiliates to remove such Software from such Equipment prior to the sale, transfer, conveyance and delivery thereof; provided, however, that neither Buyer, Seller and its nor any of their respective Affiliates shall have no any obligation to pay money or grant any accommodation to any third party in order to obtain any such consents and acknowledgements, except to the extent that Buyer agrees to reimburse Seller or such Affiliate for any such payment made by Seller or such Affiliate at the request of Buyer. With respect to any item identified in Schedule 7.11 7.8 for which the applicable third-party licensor would not provide such consents and acknowledgements prior to the Closing, Seller and its Affiliates shall have the right to remove such identified Software from Equipment prior to the Closing Date; provided, however, that, subject to the proviso in the preceding sentence, Seller and its Affiliates shall use commercially reasonable efforts to make the benefits of such Software license agreements available to Buyer. To the extent that Buyer receives any benefit under any such Software license agreement prior to the execution of a new Software license agreement with the applicable third-party licensor that relates exclusively to the Stores, Buyer shall be responsible for any obligation under any such Software license agreement that arises in respect of such benefit received by Buyer.