Common use of Acquired Company Clause in Contracts

Acquired Company. Effective as of the closing of the acquisition of an Entity subject to this Section 3.2, Sublicensor and Licensor hereby release, acquit and forever discharge any Entity that is acquired bySublicensee or any of its Affiliates after the Effective Date (“Acquired Company”), its Affiliates, its Authorized Third Parties and all of its and their insurers, attorneys, servants, officers, employees, agents, directors, shareholders, owners, users, customers, distributors, resellers (including but not limited to value-added resellers), manufacturers (including but not limited to original equipment or device manufacturers), suppliers, assemblers, replicators, and integrators (collectively, “Acquired Company Released Parties”) from all actions, causes of action, claims or demands, liabilities, losses, damages, attorneys’ fees, court costs, or any other form of claim or compensation for known and unknown acts related to or based upon any claim of infringement of the Licensed Patents that occurred prior to the closing date of the acquisition of such Acquired Company (“Acquired Company Claims”), and Sublicensor and Licensor hereby covenant not to xxx or threaten to xxx (or instruct, encourage or aid a third party to xxx or threaten to xxx) any Acquired Company Released Party with any such Acquired Company Claims; provided that this Agreement would be a complete defense against such Acquired Company Claims had such acts occurred after the closing date of such acquisition. The release granted under this Section 3.2 to an Acquired Company Released Party (other than the Acquired Company itself and its Affiliates) shall be only to the extent of its capacity as such of, for or on behalf of such Acquired Company.

Acquired Company. Effective as of the closing of the acquisition of an Entity subject to this Section 3.2, Sublicensor and Licensor hereby release, acquit and forever discharge any Entity that is acquired bySublicensee by Sublicensee or any of its Affiliates after the Effective Date (“Acquired Company”), its Affiliates, its Authorized Third Parties and all of its and their insurers, attorneys, servants, officers, employees, agents, directors, shareholders, owners, users, customers, distributors, resellers (including but not limited to value-added resellers), manufacturers (including but not limited to original equipment or device manufacturers), suppliers, assemblers, replicators, and integrators (collectively, “Acquired Company Released Parties”) from all actions, causes of action, claims or demands, liabilities, losses, damages, attorneys’ fees, court costs, or any other form of claim or compensation for known and unknown acts related to or based upon any claim of infringement of the Licensed Patents that occurred prior to the closing date of the acquisition of such Acquired Company (“Acquired Company Claims”), and Sublicensor and Licensor hereby covenant not to xxx sue or threaten to xxx sue (or instruct, encourage or aid a third party to xxx sue or threaten to xxxsue) any Acquired Company Released Party with any such Acquired Company Claims; provided that this Agreement would be a complete defense against such Acquired Company Claims had such acts occurred after the closing date of such acquisition. The release granted under this Section 3.2 to an Acquired Company Released Party (other than the Acquired Company itself and its Affiliates) shall be only to the extent of its capacity as such of, for or on behalf of such Acquired Company.

Acquired Company. Effective as of the closing of the acquisition of an Entity subject to this Section 3.2, Sublicensor and Licensor EGC hereby releasereleases, acquit acquits and forever discharge discharges any Entity that is acquired bySublicensee by Member or any of its Affiliates after the License Effective Date (“Acquired Company”), its Affiliates, its Authorized Third Parties and all of its and their insurers, attorneys, servants, officers, employees, agents, directors, shareholders, owners, users, customers, distributors, resellers (including but not limited to value-added resellers), manufacturers (including but not limited to original equipment or device manufacturers), suppliers, assemblers, replicators, and integrators (collectively, collectively “Acquired Company Released Parties”) from all actions, causes of action, claims or demands, liabilities, losses, damages, attorneys’ fees, court costs, or any other form of claim or compensation for known and unknown acts related to or based upon any claim of infringement of the Licensed EGC Patents that occurred prior to the closing date of the acquisition of such Acquired Company (“Acquired Company Claims”), and Sublicensor and Licensor EGC hereby covenant covenants not to xxx sue or threaten to xxx sue (or instruct, encourage or aid a third party to xxx sue or threaten to xxxsue) any Acquired Company Released Party with any such Acquired Company Claims; provided that the rights granted under this Agreement Exhibit A would be a complete defense against such Acquired Company Claims claims had such acts occurred after the closing date of such acquisition. The release granted under this Section 3.2 to an Acquired Company Released Party (other than the Acquired Company itself and its Affiliates) shall be only to the extent of its capacity as such of, for or on behalf of such Acquired Company.