Common use of Specified Licenses Clause in Contracts

Specified Licenses. As promptly as practicable following the date hereof, and in any event no later than twenty (20) days following the date hereof, Seller shall enter into discussions with the third-party software provider listed on Schedule 5.31, its Affiliates or Subsidiaries (collectively, the “Specified Software Provider”) in order to determine whether Seller or its Affiliates or third-party providers have obtained the necessary number of appropriate licenses for, or otherwise obtained all necessary rights in respect of, any software or services provided by the Specified Software Provider as used by the Business as of the date hereof, and have made all required payments for such licenses or rights. If, on the basis of such discussions, Seller or the Specified Software Provider determines that Seller or any of its Affiliates or third-party providers did not or do not have sufficient licenses or other rights, or failed to make such required payments, Seller shall reasonably cooperate with the Specified Software Provider to promptly obtain from the Specified Software Provider all such additional licenses or other rights, and promptly make all such necessary payments. Seller shall bear all costs and expenses associated with the actions contemplated by this Section 5.31, including the cost and expense of obtaining any such licenses or rights or making any such payments. For the avoidance of doubt, none of the foregoing costs and expenses shall be included in any fees set forth in the Transition Services Agreement.