Common use of Certain Assets Clause in Contracts

Certain Assets. To the extent that any Transferred Patent, Jointly Owned Patent or Specified UK Patent that is a Listed Patent, Listed Jointly Owned Patent or Specified Listed UK Patent, as applicable, any invention or improvement claimed or disclosed therein or any Patent Related Documentation relating to any of the foregoing is, notwithstanding the statement set forth at Annex I(n), owned by any Affiliate of the Sellers that is not, itself, a Seller, the Sellers shall cause (or, in the case of any other property that would be a Transferred Patent or Specified UK Patent if it were owned by a Seller, or any other Patent that would be a Jointly Owned Patent if any rights therein were owned by a Seller, and any invention or improvement claimed or disclosed therein or any Patent Related Documentation relating thereto, shall use their best efforts to cause) such Affiliate to transfer all of its right, title and interest in such asset to xx XX Seller as soon as reasonably practicable and in any event prior to the Closing, and (a) in the case of property that would be Transferred Patents or Specified UK Patents if they were instead owned by a Seller, such assets shall be “Transferred Patents” or “Specified UK Patents” for all purposes hereof and (b) in the case of property that would be Jointly Owned Patents if any rights therein were owned by a Seller, such assets shall be “Jointly Owned Patents” subject to the Closing Date License Agreement for all purposes hereof; it being understood that (x) in the case of a Specified UK Patent or Patent Related Documentation relating thereto, the foregoing obligation shall be solely to the extent permitted by applicable Law, and (y) in the case of a Jointly Owned Patent or Patent Related Documentation relating thereto, the foregoing obligation shall be deemed satisfied by obtaining for the Purchaser the license rights granted thereunder in the Closing Date License Agreement.

Certain Assets. To (a) Prior to the Closing, the parties shall use commercially reasonable efforts to obtain the necessary landlord consent to assign to Buyer the Lease Agreement listed in Exhibit T; provided, however, that (i) Seller and its Affiliates shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain such landlord consent except to the extent that Buyer agrees to reimburse Seller for any Transferred Patent, Jointly Owned Patent or Specified UK Patent that is a Listed Patent, Listed Jointly Owned Patent or Specified Listed UK Patent, as applicable, any invention or improvement claimed or disclosed therein such payment made by Seller or any Patent Related Documentation relating to of its Affiliates at the request of Buyer, (ii) neither Seller nor any of its Affiliates shall be required to make any proposal or request to assign such Lease Agreement and (iii) no proposal or request to assign such Lease Agreement shall be made without the foregoing isprior written consent of Seller. If, notwithstanding the statement set forth at Annex I(n), owned by any Affiliate of the Sellers that is not, itself, a Seller, the Sellers shall cause (or, in the case of any other property that would be a Transferred Patent or Specified UK Patent if it were owned by a Seller, or any other Patent that would be a Jointly Owned Patent if any rights therein were owned by a Seller, and any invention or improvement claimed or disclosed therein or any Patent Related Documentation relating thereto, shall use their best efforts to cause) such Affiliate to transfer all of its right, title and interest in such asset to xx XX Seller as soon as reasonably practicable and in any event prior to the Closing, the necessary landlord consent with respect to such Lease Agreement has not been obtained, then (x) all assets of Seller or any of the Companies solely related to the store leased by Seller or any of the Companies pursuant to such Lease Agreement shall constitute Excluded Assets, (y) all assets and liabilities solely related to such store shall be excluded from the calculations of Reference Working Capital and Final Working Capital and (az) the Adjusted Purchase Price shall be reduced in the case of property that would be Transferred Patents or Specified UK Patents if they were instead owned by a Seller, such assets shall be “Transferred Patents” or “Specified UK Patents” for all purposes hereof and amount set forth on Exhibit T. (b) in In the case of property event that would be Jointly Owned Patents if any rights therein were owned by a Seller, such assets shall be “Jointly Owned Patents” subject the necessary landlord consent with respect to the Lease Agreement listed on Exhibit T has not been obtained prior to the Closing Date License Agreement for all purposes hereof; it being understood that (x) but Seller obtains such landlord consent within 90 days following the Closing Date, Seller shall notify Buyer in writing. As promptly as practicable following the case delivery of a Specified UK Patent or Patent Related Documentation relating theretosuch notice, the foregoing obligation Buyer shall be solely pay to Seller by wire transfer of immediately available funds an amount equal to the extent permitted by applicable Lawagreed value of the store with respect to which such notice relates, and (y) in Seller will, or will cause the case Companies to, convey to Buyer such store and all assets of a Jointly Owned Patent Seller or Patent Related Documentation relating thereto, any of the foregoing obligation shall be deemed satisfied by obtaining for the Purchaser the license rights granted thereunder in the Closing Date License AgreementCompanies solely related to such store.