Effects of This Transaction Clause Samples

Effects of This Transaction. Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated by this Agreement or any such other agreement will, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare: (i) a loss of, or Lien on, any Company IP; (ii) a breach of any Contract listed or required to be listed in Section 2.14(b)(iii) of the Disclosure Schedule; (iii) the release, disclosure or delivery of any Company IP by or to any escrow agent or other Person; or (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Company IP.

Effects of This Transaction. Except as set forth on Part 2.9(j) of the Company Disclosure Schedule, neither the execution, delivery, or performance of this Agreement (or any of the ancillary agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, (a) a loss of, or Encumbrance on, any Company IP; (b) a breach of or default under any Company IP Contract; (c) the release, disclosure, or delivery of any Company IP by or to any escrow agent or other Person; or (d) the grant, assignment, or transfer to any other Person of any license or other right or interest under, to, or in any of the Company IP.

Effects of This Transaction. Neither the execution or delivery of this Agreement nor the performance of this Agreement and the consummation of the transactions contemplated hereby will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, or Encumbrance or restriction on, any Business IP or any license to Business IP; (ii) a breach of any license agreement; (iii) the release or delivery of any Business IP to any other Person; or (iv) the grant, assignment, or transfer to any other Person of any license or other right or interest under, to, or in any Business IP.

Effects of This Transaction. Neither the execution, delivery or performance of this Agreement or any other agreements referred to in this Agreement nor the consummation of any of the transactions contemplated by this Agreement or any such other agreement will, with or without notice or lapse of time or both, result in, or give any other Person the right or option to cause or declare: (i) a loss of, or Encumbrance on, any Company IP; (ii) a breach of or default under any Company IP Contract; (iii) the release, disclosure or delivery of any Company IP by or to any escrow agent or other Person; or (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Company IP.

Effects of This Transaction. Neither the execution, delivery or performance of this Agreement or any other agreements referred to in this Agreement nor the consummation of any of the transactions contemplated by this Agreement or any such other agreement entered into in connection herewith or therewith will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, or Encumbrance on, any Acquired Entity IP, any Acquired Entity Product or any other Intellectual Property or Intellectual Property Rights incorporated into or used in the development, testing, distribution, provision, maintenance or support of any Acquired Entity Product or Acquired Entity Software; (ii) a breach of or default under, or right to terminate or suspend performance of, any Acquired Entity IP Contract or other Contract relating to any Intellectual Property or Intellectual Property Rights incorporated into or used in the development, testing, distribution, provision, maintenance or support of any Acquired Entity Product or Acquired Entity Software; (iii) a payment or increased royalty or an obligation to offer any discount or be bound by any “most favored pricing” terms under any Acquired Entity IP Contract or other Contract relating to any Intellectual Property or Intellectual Property Rights incorporated into or used in the development, testing, marketing, distribution, provision, maintenance or support of any Acquired Entity Product or Acquired Entity Software; (iv) the release, disclosure or delivery of any Acquired Entity IP or Acquired Entity Product by or to any escrow agent or other Person; (v) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Acquired Entity IP or any other Intellectual Property or Intellectual Property Rights or the Intellectual Property or Intellectual Property Rights of Parent; or (vi) by the terms of any Acquired Entity IP Contract, a reduction of any royalties, revenue sharing, or other payments any Acquired Entity would otherwise be entitled to with respect to any Acquired Entity IP.

Effects of This Transaction. Neither the execution or delivery of this Agreement nor the performance of this Agreement and the consummation of the transactions contemplated hereby will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, (i) a loss of, or Encumbrance or restriction on, any of Seller’s Intellectual Property or any license to Intellectual Property held by Seller; (ii) a breach of any license agreement; (iii) the release or delivery of any of Seller’s Intellectual Property to any other Person; or (iv) the grant, assignment, or transfer to any other Person of any license or other right or interest under, to, or in any of Seller’s Intellectual Property.

Effects of This Transaction. Neither the execution, delivery or performance by Company or the Company Subsidiary of this Agreement or any other Transactional Agreements referred to in this Agreement to which Company or the Company Subsidiary is a party nor the consummation of the Merger by Company or the Company Subsidiary will, with our without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss by Company or the Company Subsidiary of, or Encumbrance on, any Company IP; (ii) a loss of or Encumbrance on any Technology or Intellectual Property Rights incorporated into or used in the development, testing, manufacturing, marketing, distribution, provision, maintenance or support of any Company Product or Company Software; (iii) a breach by Company or the Company Subsidiary of or default by Company or the Company Subsidiary under any Company IP Contract or other Contract relating to any of Company’s or the Company Subsidiary’s rights in Technology or Intellectual Property Rights incorporated by Company or the Company Subsidiary into or used by Company or the Company Subsidiary in the development, testing, manufacturing, marketing, distribution, provision, maintenance or support of any Company Product or Company Software; (iv) a payment or increased royalty or an obligation to offer any discount or be bound by any “most favored pricing” terms under any Company IP Contract or other Contract relating to any Technology or Intellectual Property Rights incorporated into or used in the development, testing, manufacturing, marketing, distribution, provision, maintenance or support of any Company Product or Company Software; (v) the release, disclosure or delivery of any confidential Company IP by or to any escrow agent or other Person; (vi) any right of termination or cancellation under any Company IP Contract; or (vii) the grant, assignment or transfer to any other Person of any license, immunity or other right or interest in, under, or with respect to any Company IP. Except as set forth in Section 2.12(g) of the Company Disclosure Schedule, immediately following the Closing, all Company IP will be fully transferable, alienable or licensable by Company without restriction and without payment of any kind to any third party to the same extent as prior to the Closing.

Effects of This Transaction. Neither the execution, delivery or performance of this Agreement or any other agreements referred to in this Agreement nor the consummation of any of the transactions contemplated by this Agreement or any such other agreement will, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare: (i) a loss of, or Lien on, any Company IP; (ii) a breach of any Licensed IP Contract or Company IP Contract; (iii) Buyer or any of its Affiliates, or the Company or any Subsidiary, becoming bound by or subject to any non-compete or other restriction on the operation or scope of their respective businesses; (iv) the release, disclosure or delivery of any Company IP by or to any escrow agent or other Person; (v) Buyer or any of its Affiliates, or the Company or any Subsidiary, becoming obligated to pay any royalties or other fees or amounts with respect to Intellectual Property of any third party in excess of those payable by the Company and its respective Subsidiaries in the absence of this Agreement or the transactions contemplated hereby; or (vi) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Company IP or any Intellectual Property or Intellectual Property Rights of Buyer or any of its Affiliates. Neither the Company nor any Subsidiary has claimed any status in the application for or registration of any Company Registered Intellectual Property, including “small business status,” that would be invalid or inaccurate following the consummation of the transactions contemplated by this Agreement.

Effects of This Transaction. Neither the execution, delivery or performance of this Agreement or any other agreements executed in connection with the transaction contemplated by this Agreement nor the consummation of any of the transactions contemplated by this Agreement or any such other agreement entered into in connection herewith or therewith will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, or Encumbrance on, any Company IP; (ii) a breach of or default under any Company IP Contract; (iii) the release, disclosure or delivery of any Company IP by or to any escrow agent or other Person; (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Company IP; or (v) by the terms of any Company Contract, a reduction of any royalties or other payments the Company would otherwise be entitled to with respect to any Company IP.