Common use of Transfer of Intellectual Property Rights Clause in Contracts

Transfer of Intellectual Property Rights. (a) Upon the terms and subject to the conditions set forth herein, at the Closing Date, Parent shall cause the IP Seller and any other controlled Affiliate that owns Transferred IP to sell, assign, transfer, convey and deliver to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser), and Purchaser shall (or shall cause one or more of its permitted assignees to) purchase and acquire from the IP Seller or such controlled Affiliate, free and clear of all Liens other than Permitted Liens, all of the IP Seller’s or such controlled Affiliate's right, title and interest in and to the Intellectual Property Rights set forth on Section 5.11(a) of the Parent Disclosure Schedule (the “Transfer of Intellectual Property Rights”). Parent and the IP Seller shall promptly take such further actions and execute such documents as are reasonably required to confirm such purchase and sale. The Transfer of Intellectual Property Rights shall not become effective unless and until the occurrence of the Closing. (b) Nothing in this Section 5.11 nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Intellectual Property Right which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Entity or is cancelable by a third party in the event of an assignment unless and until such consent shall have been obtained. Upon receipt of any such consent, this Agreement shall be deemed to sell, assign, transfer, convey and deliver such Intellectual Property Rights, as listed in Section 5.11 of the Parent Disclosure Schedule. (c) In the event that, for any reason, an Intellectual Property Right listed on Section 5.11 of the Parent Disclosure Schedule cannot be sold, assigned, transferred or conveyed to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser) at the Closing as contemplated by this Agreement, the IP Seller or such controlled Affiliate will, to the extent permitted by Law and by the terms of the Intellectual Property Right, grant to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser) a perpetual license to use such Intellectual Property Right. (d) To the extent that any portion of copyrighted works, Software or Trade Secrets that do not exclusively depict or refer to a portion of Parent's or its Affiliates' business (other than the Business) or that are not transferred to the Purchaser pursuant to this Agreement or covered by the Private Label Products License Agreement or the Strategic Purchase Agreement, other than Marked Materials that are wholly owned and assignable, owned by Parent or its Affiliates are primarily used in the Business as of the Closing Date, Parent shall, and shall cause such Affiliates, not to assert any claims or rights, bring any suit, or institute any other action based on infringement or misappropriation of such copyrightable works, Software or Trade Secrets against Purchaser, the Transferred Companies, their Subsidiaries (including authorized subcontractors), or any customers of each Transferred Company and its Subsidiaries, based upon the continued use thereof. This covenant not to ▇▇▇ shall extend in perpetuity to the Purchaser, the Transferred Companies, their Subsidiaries and their respective successors and assigns.

Transfer of Intellectual Property Rights. (a) Upon the terms The Seller hereby assigns, irrevocably and subject unconditionally, to the conditions set forth herein, at fullest extent permitted by law under any interpretation of the Closing Date, Parent shall cause relationship between the IP Seller and any other controlled Affiliate that owns Transferred IP to sell, assign, transfer, convey and deliver to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser), and Purchaser shall (or shall cause one or more of its permitted assignees to) purchase and acquire from the IP Seller or such controlled Affiliate, free and clear of all Liens other than Permitted LiensParties, all of the IP Seller’s or such controlled Affiliate's its right, title and interest in and to the Intellectual Property Rights set forth Technology Rights, such assignment to be effective as of 5 p.m. Iowa time on Section 5.11(a) the Technology Transfer Date, and subject only to the prior receipt by the Seller of the Parent Disclosure Schedule (Purchase Price on or before the “Technology Transfer Date. Promptly upon request by the Buyer and at the Buyer’s expense, at any time on or after the Technology Transfer Date, the Assignment Agreement will be released by the escrow agent, and Seller shall execute and deliver all bills of Intellectual Property Rights”)sale, patent applications, copyright registrations, assignments, agreements and other instruments and take such reasonable actions as the Buyer may deem helpful to fully vest good and marketable title to the Technology Rights in the Buyer, free and clear of all liens, encumbrances and other restrictions of any sort, or to evidence such vesting. Parent If and only if the Seller has received the Purchase Price on or before the Technology Transfer Date, and the IP Seller shall promptly take such further actions and execute such documents as are reasonably required Buyer is unable, after reasonable effort, to confirm such purchase and sale. The Transfer of Intellectual Property Rights shall not become effective unless and until secure the occurrence of the Closing. (b) Nothing in this Section 5.11 nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Intellectual Property Right which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Entity or is cancelable by a third party in the event of an assignment unless and until such consent shall have been obtained. Upon receipt of Seller’s signature on any such consent, this Agreement shall be deemed to sell, assign, transfer, convey and deliver such Intellectual Property Rights, as listed in Section 5.11 of the Parent Disclosure Schedule. (c) In the event that, for any reason, an Intellectual Property Right listed on Section 5.11 of the Parent Disclosure Schedule cannot be sold, assigned, transferred or conveyed to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser) at the Closing as contemplated by this Agreement, the IP Seller or such controlled Affiliate will, to the extent permitted by Law and by the terms of the Intellectual Property Right, grant to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser) a perpetual license to use such Intellectual Property Right. (d) To the extent that any portion of copyrighted works, Software or Trade Secrets that do not exclusively depict or refer to a portion of Parent's or its Affiliates' business (other than the Business) or that are not transferred to the Purchaser pursuant to this Agreement or covered by the Private Label Products License Agreement or the Strategic Purchase Agreement, other than Marked Materials that are wholly owned and assignable, owned by Parent or its Affiliates are primarily used in the Business as of the Closing Date, Parent shall, and shall cause such Affiliates, not to assert any claims or rights, bring any suit, or institute any other action based on infringement or misappropriation of such copyrightable works, Software or Trade Secrets against Purchaser, the Transferred Companies, their Subsidiaries (including authorized subcontractors), or any customers of each Transferred Company and its Subsidiaries, based upon the continued use thereof. This covenant not to b▇▇▇ shall extend in perpetuity of sale, application, registration, assignment, agreement or other instrument, the Seller hereby irrevocably designates and appoints the Buyer and its duly authorized representatives as the Seller’s agent and attorney-in-fact to execute and/or file any such b▇▇▇ of sale, application, registration, assignment, agreement or other instrument and to do all other lawfully permitted acts to vest good and marketable title to the PurchaserTechnology Rights in the Buyer, free and clear of all liens, encumbrances and other restrictions of any sort, and to further the Transferred Companiesprosecution and issuance of letters patent, their Subsidiaries copyright registration and their respective successors other forms of intellectual property protection with the same legal force and assignseffect as if executed by the Seller.

Transfer of Intellectual Property Rights. (a) Upon the terms and subject to the conditions set forth herein, at the Closing Date, Parent shall cause the IP Seller and any other controlled Affiliate that owns Transferred IP to sell, assign, transfer, convey and deliver to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser), and Purchaser shall (or shall cause one or more of its permitted assignees to) purchase and acquire from the IP Seller or such controlled Affiliate, free and clear of all Liens other than Permitted Liens, all of the IP Seller’s or such controlled Affiliate's ’s right, title and interest in and to the Intellectual Property Rights set forth on Section 5.11(a) of the Parent Disclosure Schedule (the “Transfer of Intellectual Property Rights”). Parent and the IP Seller shall promptly take such further actions and execute such documents as are reasonably required to confirm such purchase and sale. The Transfer of Intellectual Property Rights shall not become effective unless and until the occurrence of the Closing. (b) Nothing in this Section 5.11 nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Intellectual Property Right which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Entity or is cancelable by a third party in the event of an assignment unless and until such consent shall have been obtained. Upon receipt of any such consent, this Agreement shall be deemed to sell, assign, transfer, convey and deliver such Intellectual Property Rights, as listed in Section 5.11 of the Parent Disclosure Schedule. (c) In the event that, for any reason, an Intellectual Property Right listed on Section 5.11 of the Parent Disclosure Schedule cannot be sold, assigned, transferred or conveyed to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser) at the Closing as contemplated by this Agreement, the IP Seller or such controlled Affiliate will, to the extent permitted by Law and by the terms of the Intellectual Property Right, grant to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser) a perpetual license to use such Intellectual Property Right. (d) To the extent that any portion of copyrighted works, Software or Trade Secrets that do not exclusively depict or refer to a portion of Parent's ’s or its Affiliates' ’ business (other than the Business) or that are not transferred to the Purchaser pursuant to this Agreement or covered by the Private Label Products License Agreement or the Strategic Purchase Agreement, other than Marked Materials that are wholly owned and assignable, owned by Parent or its Affiliates are primarily used in the Business as of the Closing Date, Parent shall, and shall cause such Affiliates, not to assert any claims or rights, bring any suit, or institute any other action based on infringement or misappropriation of such copyrightable works, Software or Trade Secrets against Purchaser, the Transferred Companies, their Subsidiaries (including authorized subcontractors), or any customers of each Transferred Company and its Subsidiaries, based upon the continued use thereof. This covenant not to ▇▇▇ shall extend in perpetuity to the Purchaser, the Transferred Companies, their Subsidiaries and their respective successors and assigns.