Common use of Third Party Software Licenses Clause in Contracts

Third Party Software Licenses. (a) SpinCo agrees and acknowledges that certain Transition Distribution Activities to be performed hereunder may require that Parent or any other relevant Service Provider Party make use of Third Party software or systems for the benefit of SpinCo in performing the Transition Distribution Activities and obtaining the necessary software licenses and consents is an express condition to Parent’s and Service Provider Party’s obligation to provide any such Transition Distribution Activities. To the extent not already covered by the Transition Services Agreement, Parent shall use commercially reasonable efforts to secure any and all Third Party consents and licenses necessary or advisable to allow a Service Provider Party to perform the Transition Distribution Activities, including those consents and licenses required to allow SpinCo to obtain access to the systems of any applicable software or technology vendor for its benefit, including to permit use by Parent or any other relevant Service Provider Party during the term of this Agreement; provided, however, that (a) SpinCo shall be responsible for and shall pay or reimburse Parent for all incremental costs, expenses, fees, levies or charges Parent, any of its Subsidiaries, or other relevant Service Provider Party incurs in connection with obtaining such software licenses and required consents, in each case, to the extent incurred solely to provide, and solely attributable to, the Transition Distribution Activities and not already covered by the Transition Distribution Agreement, (b) Parent agrees to use commercially reasonable efforts to avoid, minimize and mitigate any such costs, expenses, fees, levies or charges and (c) neither Parent, nor any other Service Provider Party shall be required to relinquish or forbear any material rights in connection with obtaining such software licenses and required consents. Neither Parent nor any other relevant Service Provider Party shall be considered in breach of this Agreement for failure to provide such Transition Distribution Activity (due to the fact that the Parties were unable to acquire the necessary licenses and required consents in accordance with the obligations of this Section 2.7); provided, that, the Parties shall cooperate in good faith to identify a commercially reasonable alternative to such Transition Distribution Activities at SpinCo’s sole cost and expense. To the extent that SpinCo has direct access to or use of Third Party software licensed by Parent, any of its Subsidiaries, or any other Service Provider Party during the Term, SpinCo agrees to, and agrees to cause its Subsidiaries (as applicable) to, comply with the terms of such software licenses which have been provided to SpinCo.

Third Party Software Licenses. (a) SpinCo Xxxxxx agrees and acknowledges that certain Transition Distribution Activities to be performed hereunder may require that Parent the Company or any other relevant Service Provider Party make use of Third Party software third party Software or systems for the benefit of SpinCo Parent in performing the Transition Distribution Activities and obtaining the necessary software licenses and consents is an express condition to Parent’s and Service Provider Party’s obligation to provide any such Transition Distribution Activities. To the extent not already covered by the Transition Services Agreement, Parent The Company shall use commercially reasonable efforts to secure any and all Third Party consents third party Consents and licenses necessary or advisable to allow a Service Provider Party to perform the Transition Distribution Activities, including those consents Consents and licenses required to allow SpinCo Parent to obtain access to the systems of any applicable software Software or technology vendor for its benefit, including to permit use by Parent the Company or any other relevant Service Provider Party during the term of this Agreement; provided, however, that (a) SpinCo Parent shall be responsible for and shall pay or reimburse Parent the Company for all incremental costs, expenses, fees, levies or charges Parentthe Company, any of its Subsidiaries, or other relevant Service Provider Party incurs in connection with obtaining such software Software licenses and required consentsConsents, in each case, to the extent incurred solely to provide, and solely attributable to, the Transition Distribution Activities and not already covered by the Transition Distribution AgreementActivities, (b) Parent the Company agrees to use commercially reasonable efforts to avoid, minimize and mitigate any such costs, expenses, fees, levies or charges and (c) neither Parentthe Company, nor any of its Subsidiaries, or other Service Provider Party shall be required to relinquish or forbear any material rights in connection with obtaining such software Software licenses and required consentsConsents. Neither Parent Obtaining any such necessary Software licenses and required Consents is an express condition to Company’s and Service Provider Party’s obligation to provide any Transition Distribution Activity requiring the use of such Software under this Agreement, and neither the Company nor any other relevant Service Provider Party shall be considered in breach of this Agreement for failure to provide such Transition Distribution Activity (due to the fact that the Parties were unable to acquire the necessary licenses and required consents Consents in accordance with the obligations of this Section 2.72.8); provided, that, the Parties shall cooperate in good faith to identify a commercially reasonable alternative to such Transition Distribution Activities at SpinCo’s sole no additional cost and expenseto Parent . To the extent that Parent or SpinCo has direct access to or use of Third Party software third party Software licensed by ParentCompany, any of its Subsidiaries, or any other Service Provider Party during the Termterm of this Agreement, each of Parent and SpinCo agrees to, and agrees to cause its Subsidiaries (as applicable) to, comply with the terms of such software Software licenses which have been provided to SpinCoParent.

Third Party Software Licenses. (a) SpinCo agrees and acknowledges that certain Transition Distribution Activities to be performed hereunder may require that Parent or any other relevant Service Provider Party make use of Third Party software or systems for the benefit of SpinCo in performing the Transition Distribution Activities and obtaining the necessary software licenses and consents is an express condition to Parent’s and Service Provider Party’s obligation to provide any such Transition Distribution Activities. To the extent not already covered by the Transition Services Agreement, Parent shall use commercially reasonable efforts to secure any and all Third Party consents and licenses necessary or advisable to allow a Service Provider Party to perform the Transition Distribution Activities, including those consents and licenses required to allow SpinCo to obtain access to the systems of any applicable software or technology vendor for its benefit, including to permit use by Parent or any other relevant Service Provider Party during the term of this Agreement; provided, however, that (a) SpinCo shall be responsible for and shall pay or reimburse Parent for all incremental costs, expenses, fees, levies or charges Parent, any of its Subsidiaries, or other relevant Service Provider Party incurs in connection with obtaining such software licenses and required consents, in each case, to the extent incurred solely to provide, and solely attributable to, the Transition Distribution Activities and not already covered by the Transition Distribution Agreement, (b) Parent agrees to use commercially reasonable efforts to Confidential Treatment Requested by 3M Health Care Company Pursuant to 17 C.F.R. Section 200.83 avoid, minimize and mitigate any such costs, expenses, fees, levies or charges and (c) neither Parent, nor any other Service Provider Party shall be required to relinquish or forbear any material rights in connection with obtaining such software licenses and required consents. Neither Parent nor any other relevant Service Provider Party shall be considered in breach of this Agreement for failure to provide such Transition Distribution Activity (due to the fact that the Parties were unable to acquire the necessary licenses and required consents in accordance with the obligations of this Section 2.7); provided, that, the Parties shall cooperate in good faith to identify a commercially reasonable alternative to such Transition Distribution Activities at SpinCo’s sole cost and expense. To the extent that SpinCo has direct access to or use of Third Party software licensed by Parent, any of its Subsidiaries, or any other Service Provider Party during the Term, SpinCo agrees to, and agrees to cause its Subsidiaries (as applicable) to, comply with the terms of such software licenses which have been provided to SpinCo.

Third Party Software Licenses. (a) SpinCo Parent agrees and acknowledges that certain Transition Distribution Activities to be performed hereunder may require that Parent the Company or any other relevant Service Provider Party make use of Third Party software third party Software or systems for the benefit of SpinCo Parent in performing the Transition Distribution Activities and obtaining the necessary software licenses and consents is an express condition to Parent’s and Service Provider Party’s obligation to provide any such Transition Distribution Activities. To the extent not already covered by the Transition Services Agreement, Parent The Company shall use commercially reasonable efforts to secure any and all Third Party consents third party Consents and licenses necessary or advisable to allow a Service Provider Party to perform the Transition Distribution Activities, including those consents Consents and licenses required to allow SpinCo Parent to obtain access to the systems of any applicable software Software or technology vendor for its benefit, including to permit use by Parent the Company or any other relevant Service Provider Party during the term of this Agreement; provided, however, that (a) SpinCo Parent shall be responsible for and shall pay or reimburse Parent the Company for all incremental costs, expenses, fees, levies or charges Parentthe Company, any of its Subsidiaries, or other relevant Service Provider Party incurs in connection with obtaining such software Software licenses and required consentsConsents, in each case, to the extent incurred solely to provide, and solely attributable to, the Transition Distribution Activities and not already covered by the Transition Distribution AgreementActivities, (b) Parent the Company agrees to use commercially reasonable efforts to avoid, minimize and mitigate any such costs, expenses, fees, levies or charges and (c) neither Parentthe Company, nor any of its Subsidiaries, or other Service Provider Party shall be required to relinquish or forbear any material rights in connection with obtaining such software Software licenses and required consentsConsents. Neither Parent Obtaining any such necessary Software licenses and required Consents is an express condition to Company’s and Service Provider Party’s obligation to provide any Transition Distribution Activity requiring the use of such Software under this Agreement, and neither the Company nor any other relevant Service Provider Party shall be considered in breach of this Agreement for failure to provide such Transition Distribution Activity (due to the fact that the Parties were unable to acquire the necessary licenses and required consents Consents in accordance with the obligations of this Section 2.72.8); provided, that, the Parties shall cooperate in good faith to identify a commercially reasonable alternative to such Transition Distribution Activities at SpinCo’s sole no additional cost and expenseto Parent. To the extent that Parent or SpinCo has direct access to or use of Third Party software third party Software licensed by ParentCompany, any of its Subsidiaries, or any other Service Provider Party during the Termterm of this Agreement, each of Parent and SpinCo agrees to, and agrees to cause its Subsidiaries (as applicable) to, comply with the terms of such software Software licenses which have been provided to SpinCoParent.