Upgrade Program. The Parties shall collaborate to offer an Upgrade --------------- Program that shall comprise a special discounted upgrade license, training, and sales/migration support (such as Microsoft Consulting Services). As part of the Upgrade Program, Microsoft will offer a standard Microsoft discounted Version Upgrade Product license ("VUP") to enable existing NetIQ OM or AM customers (the "Existing NetIQ Customers") to ease the upgrade to MOM. This VUP will be available for a period of two (2) years after the Street Date. Alternatively, if an Existing NetIQ Customer who has purchased up to one year of maintenance from NetIQ, on terms and conditions substantially similar to standard NetIQ maintenance contracts on the Effective Date, elects to use MOM as an alternative to some or all of its NetIQ products ("Replaced Products"), such Existing NetIQ Customer shall receive an upgrade to MOM and Microsoft maintenance for MOM for the remainder of such Existing NetIQ Customer's maintenance contract with NetIQ at no cost to the Existing NetIQ Customer, provided that such Existing NetIQ Customer enters into a maintenance contract with Microsoft for the remainder of the period otherwise covered by its existing NetIQ maintenance contract. Thereupon, NetIQ shall transfer to Microsoft the prorated, unused portion of the maintenance fees attributable to the Replaced Products paid by such Existing NetIQ Customers to NetIQ.
Upgrade Program. To the extent an ISC Contract evidencing an ISC Upgrade Receivable permits the Obligor to terminate the ISC Contract upon the trade-in of a qualifying device (the “Surrendered Device”) in accordance with the Upgrade Program, then, notwithstanding any other provision of, or failure to satisfy any condition under, the Transaction Documents (but only so long as no Event of Termination has occurred and is continuing), upon receipt of such Surrendered Device, the Servicer, on behalf of the Purchasers, shall deliver such Surrendered Device to or at the direction of the applicable Seller (whereupon the applicable Seller may distribute or otherwise transfer such Surrendered Device to the applicable Originator or another Affiliate) and such delivery shall fulfill both the Surrendered Device Return Requirement attributable to such ISC Upgrade Receivable and the obligation of the ISC Administrative Agent on behalf of the Purchasers to pay the ISC Conditional DPP relating to such ISC Upgrade Receivable.
Upgrade Program. Seller and Buyer shall undertake an --------------- upgrade program for a period of up to eighteen (18) months from the Closing Date for the current software load and other identified issues set forth on Schedule 8(l) ("Upgrade Obligations") for any mobile terminal (except for any mobile terminal in use pursuant to the CRST Agreement) in use by customers of the Business on the Closing Date (the "Fielded MTs"). The following entity shall be responsible for the task or obligation identified below with respect to the upgrade program for the Fielded MTs, which shall include sole responsibility for all costs and expenses incurred in connection with the completion of such task or obligation: Task/Obligation Responsibility --------------- -------------- Removal/Return Customer Shipping/Installation Shipping to Customer Buyer Configuration Buyer Repair Seller for Upgrade Obligations identified on Schedule 8(l), otherwise Buyer Buyer shall be responsible for any and all costs and expenses incurred in connection with the completion of the Removal/Return, Shipping/Installation task or obligation to the extent not paid by any customer. Seller shall have no obligation to upgrade any of the Customer Returned Goods except those which constitute Upgraded Customer Returned Goods as provided in Section 8(l)(ii).
