Non-Assertion. After the date hereof, Buyer shall not use the Transferred IP to assert any infringement, misappropriation other similar claim against Seller or VIA in respect of any activity whatsoever by Seller and VIA (the “Non-Assertion Undertaking”); provided, however, if Seller ceases to be a shareholder of Buyer upon VIA’s exercise of its right under Section 3.02(a) of the Shareholders’ Agreement dated March 23, 2018 between VIA and Seller (the “Shareholders’ Agreement”), the Non-Assertion Undertaking will no longer apply with respect to Seller. For the avoidance of doubt, this provision will not be construed as a release of the non-compete obligation from Seller and VIA set forth in Section 6.01(a) of the Shareholders’ Agreement.
Appears in 3 contracts
Sources: Transferred Ip Purchase Agreement (Via Optronics AG), Transferred Ip Purchase Agreement (Via Optronics AG), Transferred Ip Purchase Agreement (Via Optronics AG)