Common use of Assignment of Transferred Intellectual Property Clause in Contracts

Assignment of Transferred Intellectual Property. (a) Canada Nuclear hereby sells, assigns, conveys and transfers (the “Transfer”) to Canada Thermal all right, title and interest, held by Canada Nuclear or any member of the RemainCo Group, in and to the Intellectual Property set forth on Schedule 2.1(a) (the “Transferred Canada Nuclear Intellectual Property”), including all right, title and interest in and to all proceeds, causes of actions and rights of recovery against Third Parties for past and future infringement, misappropriation, or other violation or impairment of such Intellectual Property, except to the extent prohibited by, or requiring any Consent under (to the extent such Consent has not been obtained), any Contract under which Canada Nuclear holds or uses such Transferred Canada Nuclear Intellectual Property. (b) Canada Nuclear shall, and shall cause any members of the RemainCo Group as applicable and necessary to, execute intellectual property assignment agreements in a form substantially similar to that attached hereto as Exhibit A, as applicable to the Transferred Canada Nuclear Intellectual Property, as well as such additional specific assignments as reasonably necessary to carry out the intent of the Parties as set forth herein (collectively, the “Intellectual Property Assignment Agreements”). All Transferred Canada Nuclear Intellectual Property is transferred subject to licenses granted in this Agreement and all other rights granted under or in connection with agreements related such Transferred Canada Nuclear Intellectual Property existing and in force as of the Effective Date, in each case subject to the terms and conditions contained in each such agreement, including, without limitation, any license agreements, any security agreements or any liens granted in and to such Transferred Canada Nuclear Intellectual Property. (c) Canada Nuclear shall deliver to Canada Thermal all Intellectual Property Assignment Agreements contemplated herein that effectuate the assignment of Transferred Canada Nuclear Intellectual Property from Canada Nuclear or any member of the RemainCo Group to Canada Thermal. Canada Thermal shall have the sole responsibility, at its sole cost and expense, to file such Intellectual Property Assignment Agreements and any other forms or documents required to record such assignments, provided, however, that upon request, Canada Nuclear shall provide reasonable assistance to Canada Thermal to record an assignment, at Canada Thermal’s sole cost and expense.