Common use of Assignment of Transferred Intellectual Property Clause in Contracts

Assignment of Transferred Intellectual Property. (a) mPower hereby sells, assigns, conveys and transfers (the “Transfer”) to PGG all right, title and interest, held by mPower or any member of the RemainCo Group, in and to the Intellectual Property set forth on Schedule 2.1(a) (the “Transferred mPower Intellectual Property”), including all right, title and interest in and to all proceeds, causes of actions and rights of recovery against Third Parties for past and future infringement, misappropriation, or other violation or impairment of such Intellectual Property, except to the extent prohibited by, or requiring any Consent under (to the extent such Consent has not been obtained), any Contract under which mPower holds or uses such Transferred mPower Intellectual Property. As consideration for the Transfer and for the rights and licenses granted in Article 5 herein, PGG hereby agrees to promptly pay $500,000 to mPower. (b) mPower shall, and shall cause any members of the RemainCo Group as applicable and necessary to, execute intellectual property assignment agreements in a form substantially similar to that attached hereto as Exhibit A, as applicable to the Transferred mPower Intellectual Property, as well as such additional specific assignments as reasonably necessary to carry out the intent of the Parties as set forth herein (collectively, the “Intellectual Property Assignment Agreements”). All Transferred mPower Intellectual Property is transferred subject to all rights granted under or in connection with agreements related such Transferred mPower Intellectual Property existing and in force as of the Effective Date, in each case subject to the terms and conditions contained in each such agreement, including, without limitation, any license agreements, any security agreements or any liens granted in and to such Transferred mPower Intellectual Property. (c) mPower shall deliver to PGG all Intellectual Property Assignment Agreements contemplated herein that effectuate the assignment of Transferred mPower Intellectual Property from mPower or any member of the RemainCo Group to PGG. PGG shall have the sole responsibility, at its sole cost and expense, to file such Intellectual Property Assignment Agreements and any other forms or documents required to record such assignments, provided, however, that upon request, mPower shall provide reasonable assistance to PGG to record an assignment, at PGG’s sole cost and expense.

Assignment of Transferred Intellectual Property. (a) mPower GNO hereby sells, assigns, conveys and transfers (the “Transfer”) to PGG all right, title and interest, interest held by mPower or any member of the RemainCo Group, GNO in and to the Intellectual Property set forth on Schedule 2.1(a) (the “Transferred mPower GNO Intellectual Property”), including all right, title and interest in and to all proceeds, causes of actions and rights of recovery against Third Parties for past and future infringement, misappropriation, or other violation or impairment of such Intellectual Property, except to the extent prohibited by, or requiring any Consent under (to the extent such Consent has not been obtained), any Contract under which mPower GNO holds or uses such Transferred mPower GNO Intellectual Property. As consideration for the Transfer and for the rights and licenses granted in Article 5 hereinTransfer, PGG hereby agrees to promptly pay $500,000 1,000 to mPowerGNO. (b) mPower GNO shall, and shall cause any members of the RemainCo Group as applicable and necessary to, execute intellectual property assignment agreements in a form substantially similar to that attached hereto as Exhibit A, as applicable to the Transferred mPower GNO Intellectual Property, as well as such additional specific assignments as reasonably necessary to carry out the intent of the Parties as set forth herein (collectively, the “Intellectual Property Assignment Agreements”). All Transferred mPower GNO Intellectual Property is transferred subject to all rights granted under or in connection with agreements related such Transferred mPower GNO Intellectual Property existing and in force as of the Effective Date, in each case subject to the terms and conditions contained in each such agreement, including, without limitation, any license agreements, any security agreements or any liens granted in and to such Transferred mPower PGG Intellectual Property. (c) mPower GNO shall deliver to PGG all Intellectual Property Assignment Agreements contemplated herein that effectuate the assignment of Transferred mPower GNO Intellectual Property from mPower GNO or any member of the RemainCo Group to PGG. PGG shall have the sole responsibility, at its sole cost and expense, to file such Intellectual Property Assignment Agreements and any other forms or documents required to record such assignments, provided, however, that upon request, mPower GNO shall provide reasonable assistance to PGG to record an assignment, at PGG’s sole cost and expense.

Assignment of Transferred Intellectual Property. (a) mPower BWTI hereby sells, assigns, conveys and transfers (the “Transfer”) to PGG BWICO all right, title and interest, held by mPower or any member of the RemainCo GroupBWTI, in and to the Intellectual Property set forth on Schedule 2.1(a) (the “Transferred mPower BWTI Intellectual Property”), including all right, title and interest in and to all proceeds, causes of actions and rights of recovery against Third Parties for past and future infringement, misappropriation, or other violation or impairment of such Intellectual Property, except to the extent prohibited by, or requiring any Consent under (to the extent such Consent has not been obtained), any Contract under which mPower BWTI holds or uses such Transferred mPower BWTI Intellectual Property. As consideration for the Transfer and for the rights and licenses granted in Article 5 herein, PGG BWICO hereby agrees to promptly pay $500,000 2,050,000 to mPowerBWTI. (b) mPower BWTI shall, and shall cause any members of the RemainCo SpinCo Group as applicable and necessary to, execute intellectual property assignment agreements in a form substantially similar to that attached hereto as Exhibit A, as applicable to the Transferred mPower BWTI Intellectual Property, as well as such additional specific assignments as reasonably necessary to carry out the intent of the Parties as set forth herein (collectively, the “Intellectual Property Assignment Agreements”). All Transferred mPower BWTI Intellectual Property is transferred subject to licenses granted in this Agreement and in the Continuing Agreement and all other rights granted under or in connection with agreements related such Transferred mPower BWTI Intellectual Property existing and in force as of the Effective Date, in each case subject to the terms and conditions contained in each such agreement, including, without limitation, any license agreements, any security agreements or any liens granted in and to such Transferred mPower BWTI Intellectual Property. (c) mPower BWTI shall deliver to PGG BWICO all Intellectual Property Assignment Agreements contemplated herein that effectuate the assignment of Transferred mPower BWTI Intellectual Property from mPower BWTI or any member of the RemainCo SpinCo Group to PGGBWICO. PGG BWICO shall have the sole responsibility, at its sole cost and expense, to file such Intellectual Property Assignment Agreements and any other forms or documents required to record such assignments, provided, however, that upon request, mPower BWTI shall provide reasonable assistance to PGG BWICO to record an assignment, at PGGBWICO’s sole cost and expense.

Assignment of Transferred Intellectual Property. (a) mPower BWTI hereby sells, assigns, conveys and transfers (the “Transfer”) to PGG BWICO all right, title and interest, held by mPower or any member of the RemainCo GroupBWTI, in and to the Intellectual Property set forth on Schedule 2.1(a) (the “Transferred mPower BWTI Intellectual Property”), including all right, title and interest in and to all proceeds, causes of actions and rights of recovery against Third Parties for past and future infringement, misappropriation, or other violation or impairment of such Intellectual Property, except to the extent prohibited by, or requiring any Consent under (to the extent such Consent has not been obtained), any Contract under which mPower BWTI holds or uses such Transferred mPower BWTI Intellectual Property. As consideration for the Transfer and for the rights and licenses granted in Article 5 herein, PGG BWICO hereby agrees to promptly pay $500,000 2,005,000 to mPowerBWTI. (b) mPower BWTI shall, and shall cause any members of the RemainCo SpinCo Group as applicable and necessary to, execute intellectual property assignment agreements in a form substantially similar to that attached hereto as Exhibit A, as applicable to the Transferred mPower BWTI Intellectual Property, as well as such additional specific assignments as reasonably necessary to carry out the intent of the Parties as set forth herein (collectively, the “Intellectual Property Assignment Agreements”). All Transferred mPower BWTI Intellectual Property is transferred subject to licenses granted in this Agreement and in the Continuing Agreement and all other rights granted under or in connection with agreements related such Transferred mPower BWTI Intellectual Property existing and in force as of the Effective Date, in each case subject to the terms and conditions contained in each such agreement, including, without limitation, any license agreements, any security agreements or any liens granted in and to such Transferred mPower BWTI Intellectual Property. (c) mPower BWTI shall deliver to PGG BWICO all Intellectual Property Assignment Agreements contemplated herein that effectuate the assignment of Transferred mPower BWTI Intellectual Property from mPower BWTI or any member of the RemainCo SpinCo Group to PGGBWICO. PGG BWICO shall have the sole responsibility, at its sole cost and expense, to file such Intellectual Property Assignment Agreements and any other forms or documents required to record such assignments, provided, however, that upon request, mPower BWTI shall provide reasonable assistance to PGG BWICO to record an assignment, at PGGBWICO’s sole cost and expense.