Third-Party Agreements and Software Sample Clauses

Third-Party Agreements and Software. (a) Prior to the last day of the Transition Period, Operator shall acquire all third-party Software and Technology (whether by license or otherwise) required for the operation of the Operator IT System after the Transition Period expires. If Operator does not do so, Operator must, immediately upon the last day of the Transition Period, refrain from using, delete or otherwise dispose of all third-party Software and Technology used in connection with the Operator IT System to the extent required for Operator and EVO Companies to comply with applicable Third-Party Agreements, subject to verification by EVO Companies at their own cost and expense and upon not less than two business days prior written notice and during ordinary business hours. (b) EVO Companies shall reasonably cooperate with Operator in identifying and contacting third-party licensors, vendors and providers under Third-Party Agreements for Software and Technology to secure any Required Consent necessary for EVO Companies to provide Transition Services and shall reasonably cooperate in obtaining such Required Consents. All fees and expenses approved in writing in advance that are associated with any such Required Consent or with termination of Operator’s use of third-party Software and Technology shall be borne solely by Operator. (c) For any Required Consent that EVO Companies have not obtained after using the above efforts to do so, EVO Companies and Operator shall cooperate in good faith to enable EVO Companies to provide to Operator substitute services substantially similar to the affected IT Transition Services in order for Operator to have the practical realization of the IT Transition Services contemplated hereby.