SPECIFIED IN SECTION 11.2.8 THAT HAVE A VALUE DUE
SPECIFIED.
3.3
SUBJECT TO THE PERFORMANCE IN FULL OF BLOCKADE'S
OBLIGATIONS UNDER SECTIONS 3.1, 3.2 AND 3.4, THE PARTIES WILL FORWARD TO EACH
CUSTOMER VIA CERTIFIED MAIL, THE JOINT NOTICE IN THE FORM ATTACHED HERETO AS
SCHEDULE 3.3 CONFIRMING THE ASSIGNMENT, TO BE SENT OUT WITHIN TWO (2) DAYS OF
THE EFFECTIVE DATE OF THIS AGREEMENT.
3.4
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, TO
THE EXTENT THE SALE, ASSIGNMENT, TRANSFER OR CONVEYANCE TO PROGINET OF
BLOCKADE'S RIGHT, TITLE AND INTEREST IN AND TO THE CUSTOMER AGREEMENTS WOULD
RESULT IN A BREACH OF SAID CUSTOMER AGREEMENTS OR WOULD REQUIRE ANY THIRD-PARTY
CONSENTS WHICH SHALL NOT HAVE BEEN OBTAINED PRIOR TO THE SIXTIETH (60TH) DAY
FOLLOWING THE EFFECTIVE DATE (AFTER BLOCKADE'S COMMERCIALLY REASONABLE EFFORTS
TO OBTAIN THEM), THIS AGREEMENT SHALL NOT CONSTITUTE A SALE, ASSIGNMENT,
TRANSFER OR CONVEYANCE THEREOF. IF CONSENTS ARE NOT OBTAINED FROM CUSTOMERS WHO
HAVE CUSTOMER AGREEMENTS AND FROM WHOM MAINTENANCE REVENUES WERE COLLECTED AS OF
THE EFFECTIVE DATE, AS LISTED IN SCHEDULE 6.5.2, BLOCKADE SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO COOPERATE WITH PROGINET IN OBTAINING ANY COMMERCIALLY
REASONABLE AND LAWFUL ARRANGEMENTS DESIGNED TO PROVIDE TO PROGINET THE FULL
BENEFITS OF USE OF THE RESPECTIVE CUSTOMER AGREEMENTS AND THE SOFTWARE AND,
PROVIDED THAT PROGINET RECEIVES SUCH BENEFIT OF USE THEREOF, PROGINET SHALL
SATISFY ALL CONTRACTUAL OBLIGATIONS, IF ANY, CORRESPONDING THERETO.
ONCE SUCH
CONSENTS ARE OBTAINED, BLOCKADE SHALL PROMPTLY ASSIGN, TRANSFER, CONVEY AND
DELIVER SUCH CUSTOMER AGREEMENTS AND SOFTWARE TO PROGINET FOR NO ADDITIONAL
CONSIDERATION.
TO THE EXTENT THAT ANY SUCH CUSTOMER AGREEMENTS AND SOFTWARE
CANNOT BE TRANSFERRED OR THE FULL BENEFITS OF USE OF ANY SUCH CUSTOMER
AGREEMENTS AND SOFTWARE CANNOT BE PROVIDED TO PROGINET FOLLOWING THE EFFECTIVE
DATE, THEN PROGINET AND BLOCKADE SHALL ENTER INTO SUCH ARRANGEMENTS FOR NO
ADDITIONAL CONSIDERATION FROM PROGINET (INCLUDING SUBLICENSING, SUBLEASING OR
SUBCONTRACTING TO THE EXTENT PERMITTED) TO PROVIDE PROGINET THE ECONOMIC (TAKING
INTO ACCOUNT TAX COSTS AND BENEFITS) AND OPERATIONAL EQUIVALENT OF OBTAINING
SUCH CONSENTS.
3.5
NOTWITHSTANDING SECTION 3.4, BLOCKADE WILL USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN CONSENTS FROM CUSTOMERS WHERE SUCH ARE
REQUIRED IN ACCORDANCE WITH THE TERMS OF THE CUSTOMER AGREEMENTS.
PROGINET
SHALL NOT BE REQUIRED TO PAY ANY AMOUNTS IN CONNECTION WITH OBTAINING SUCH
CONSENTS.
3.6
PROGINET ACKNOWLEDGES THAT BLOCKADE HAS NOT GIVEN ANY PROMISES OR
WARRANTIES TO THE EFFECT THAT ANY OF THE CUSTOMERS WILL RENEW THEIR CUSTOMER
AGREEMENTS OR WILL REMAIN AS CUSTOMERS OF PROGINET.
EXCEPT AS SET FORTH ON
SCHEDULE 15.1, BLOCKADE ACKNOWLEDGES THAT IT DOES NOT KNOW OF ANY FACT AFTER DUE
DILIGENCE THAT INDICATES THAT ANY OF THE CUSTOMERS WILL NOT RENEW THEIR CUSTOMER
AGREEMENT OR WILL NOT REMAIN CUSTOMERS OF PROGINET.
3.7
PROGINET WILL INVOICE ITS CUSTOMERS ON A DILIGENT BASIS FROM THE EFFECTIVE
DATE FOR THE PERFORMANCE OF MAINTENANCE OBLIGATIONS UNDER THE CUSTOMER
AGREEMENTS AND WILL USE ITS BEST EFFORTS TO COLLECT MAINTENANCE REVENUES.
3.8
PROGINET SHALL ACCEPT THE TRANSFER OF EACH AGREEMENT THAT EXISTS AS OF THE
EFFECTIVE DATE