Common use of Effects of This Transaction Clause in Contracts

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 and performance by Company or the Company Subsidiary of this Agreement or any and each of the other Transactional Agreements referred to in this Agreement to which Company or the Company Subsidiary is a party Transaction Documents, nor the consummation of the Merger by Company or the Company Subsidiary transactions contemplated hereby and thereby, will, with our or without notice or lapse of time, result in, in or give any other Person third party the right or option to cause or declare: (i) a loss by Company or the Company Subsidiary of, or Encumbrance on, any Company IPIntellectual Property Right or any other Technology or Intellectual Property Rights incorporated into or used in the development, testing, distribution, provision, maintenance or support of any Company Product or Company Software; (ii) a loss breach of or Encumbrance on default under any Inbound License Agreement, or Outbound License Agreement, 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; (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 Inbound License Agreement, Outbound License Agreement, or other Contract relating to any Company Product or 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; (viv) the release, disclosure or delivery of any confidential Company IP Intellectual Property Right by or to any escrow agent or other Personthird party; (viv) any right of termination or cancellation under any Inbound License Agreement, Outbound License Agreement or other Company IP Contract; or (viivi) the grant, assignment or transfer to any other Person third party of any license, immunity license or other right or interest in, under, or with respect to to, either any Company IP. Except as set forth in Section 2.12(g) of the Company Disclosure Schedule, immediately following Intellectual Property Rights or any other Technology or the Intellectual Property Rights of APC. Following the Closing, all Company IP Intellectual Property Rights will be fully transferable, alienable or licensable by Company APC without restriction and restriction, without payment of any kind to any third party to the same extent as prior to the Closingparty.

Effects of This Transaction. Purchaser is acquiring the Seller IP transferred under this Agreement free and clear of all liens, claims, encumbrances, interests, and contingent claims or interests, other than the License. Neither the execution, delivery or performance by Company or the Company Subsidiary of this Agreement or any other Transactional Agreements agreements referred to in this Agreement to which Company or the Company Subsidiary is a party nor Agreement, the consummation of the Merger transaction contemplated by Company or the Company Subsidiary Agreement, will, with our 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 by Company or the Company Subsidiary of, or Encumbrance Lien on, any Company IPSeller IP or any other Technology or Intellectual Property Rights incorporated into or used in the development, testing, distribution, provision, maintenance or support of any Seller Product or Seller Software; (ii) a loss breach of or Encumbrance on default under any Seller 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 Seller Product or Company Seller 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 Seller 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 Seller Product or Company Seller Software; (viv) the release, disclosure or delivery of any confidential Company Seller IP by or to any escrow agent or other Person; (viv) any right of termination or cancellation under any Company Seller IP Contract; or (viivi) the grant, assignment or transfer to any other Person of any license, immunity license or other right or interest in, under, or with respect to to, either any Company IP. Except as set forth in Section 2.12(g) of the Company Disclosure Schedule, immediately following Seller IP or the Intellectual Property Rights of Seller. Following the Closing, all Company Seller IP will be fully transferable, alienable or licensable by Company the Purchaser without restriction and without payment of any kind to any third party to the same extent as prior to the ClosingPerson.