Common use of Interest in Intellectual Property Clause in Contracts

Interest in Intellectual Property. (a) Except as specifically provided in this Section 5.9 or the Transitional Trademark License Agreement, Purchaser acknowledges and agrees that none of Purchaser or its Affiliates (including, after any Closing, the Subject Companies transferred at such Closing) is purchasing, acquiring, receiving a license to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by Parent or any of its Affiliates (other than the Target Companies to the extent they are purchased and sold hereunder), including the Parent Trademarks. (b) Except as expressly permitted in the Transitional Trademark License Agreement, (i) Purchaser shall, and shall cause its Affiliates (which, as of and after any Closing, shall include the Target Business Segment transferred at such Closing) to, cease and discontinue all uses of the Parent Trademarks, and (ii) Parent shall, and shall cause its Affiliates to, cease and discontinue all uses of the Company Trademarks. Purchaser, for itself and its Affiliates (which, as of and after any Closing, shall include the Subject Companies transferred at such Closing), agrees that the rights of the Target Companies to the Parent Trademarks pursuant to the terms of any trademark agreements between Parent and its Affiliates, on the one hand, and such Target Companies, on the other hand, shall terminate as of the Closing relating to such Target Company and be replaced by such rights as are provided by the Transitional Trademark License Agreement. Parent, for itself and its Affiliates, agrees that any of their respective rights to the Company Trademarks pursuant to the terms of any trademark agreements between Parent and its Affiliates, on the one hand, and any Target Company, on the other hand, shall terminate as of the Closing relating to such Target Company and be replaced by such rights as are provided by the Transitional Trademark License Agreement. (c) Purchaser hereby irrevocably and unconditionally covenants, and will cause its Affiliates (which, as of and after any Closing, shall include the Subject Companies transferred at such Closing) and its and their respective successors and assigns to covenant, not to, after any Closing, assert, initiate, file, or otherwise commence anywhere in the world any Action, or participate in or provide support for any such Action, against Parent or its Affiliates, or their respective successors or assigns or their respective officers, directors, employees, agents, direct or indirect customers, users, licensees, direct or indirect suppliers, service providers, distributors, resellers or contractors for infringement, misappropriation, or other violation of any patents, copyrights or trade secrets (in each case, other than with respect to software) owned by any of the Subject Companies transferred at such Closing and used in the ordinary course of business at that time by Parent or its Affiliates other than the Target Companies. (d) Parent and other Sellers each hereby grant to Purchaser and its Affiliates (including the Target Companies) a worldwide, perpetual and irrevocable license under their respective owned Intellectual Property that is in existence and used in each Target Business Segment on each Closing Date (other than Trademarks), for use in the Target Business solely in the manner used in the Target Business as of the applicable Closing Date, it being understood that with respect to any Intellectual Property associated with any website, website content, marketing collateral or any similar materials in Mexico, such materials may be used in their current form as permitted under the Transitional Trademark License Agreement for Mexico. (e) Prior to the first Closing, Parent shall, and shall cause its Affiliates to, use commercially reasonable efforts to ensure that: (i) all Scheduled Intellectual Property is properly filed in the current name of one of the Target Companies in the applicable jurisdiction; (ii) sole and exclusive title to all software (x) owned by Parent or its Subsidiaries and used exclusively by or for the Target Companies and/or (y) identified as having ownership by “GMAC” under the “IP Ownership” column in Section 5.9(e) of the Parent Disclosure Letter, is transferred to a Target Company; (iii) all ownership interest Parent and any applicable Affiliate has in the software identified under the heading “HP Software” of Section 5.9(e) of the Parent Disclosure Letter is transferred to a Target Company; (iv) all licenses to software (x) used by or for the Target Companies and not used by Parent itself or for its other Subsidiaries or (y) identified as “Licensed” under the “IP Ownership” column in Section 5.9(e) of the Parent Disclosure Letter, are transferred to a Target Company, subject to any transfer or assignment restrictions set forth in such licenses; and (v) it works with Purchaser in good faith to determine if any Trademarks owned by Parent or its Affiliates and used exclusively by the Target Companies other than the Scheduled Intellectual Property, the Parent In-Process Marks and the Company In-Process Marks should be transferred to a Target Company; with the Parties in each case to equally share all costs related thereto (collectively, the “Title Corrections”); with the Parties in each case to equally share all costs related thereto, except for fees associated with any consent obtained under (vi) above which shall be borne solely by Purchaser. If, as of any Closing, any Title Correction has not been completed that is applicable to the Target Companies involved in such Closing, Purchaser shall take all actions necessary to complete such Title Correction after such Closing. After such Closing, Parent shall cooperate in good faith with Purchaser in effectuating Title Corrections, including, but not limited to, the timely execution and delivery of necessary documentation to Purchaser. (f) Within 14 days after the date hereof, Parent shall deliver to Purchaser a list of known deviations from the Ally Global Information Security Policy and any associated mitigating measures taken. (g) Within 30 days after the date hereof, Parent shall deliver to Purchaser a list of all registered Internet domain names owned by the Target Companies or owned by Parent or its Affiliates and used by the Target Companies. For such domain names that contain a Target Company Trademark but not a Parent Trademark, Parent shall transfer ownership to a Target Company to the extent not already owned by a Target Company; for such domain names that contain a Parent Trademark but not a Target Company Trademark, Target Company shall transfer ownership to the Parent or its Affiliates to the extent not currently owned by the Parent or its Affiliates and Parent or its Affiliates shall license such domain names to the relevant Target Company(ies) pursuant to the relevant Transitional Trademark License Agreement (by adding it to the list of Licensed Trademarks). For all other such domain names, the parties shall negotiate in good faith on ownership and usage rights thereto, provided that neither party shall be forced to abandon use of a domain name without a reasonable transitional period. For purposes of this provision, the terms “Target Company Trademark” and “Parent Trademark” shall include misspellings thereof.