Conflicts with Other Bidders. In the event of any conflict regarding the Acquired Assets or the Assumed Liabilities between this Agreement and agreements governing other sales of the Seller’s assets in the Bankruptcy Case (the “Other Agreements”), Buyer shall cooperate in good faith with any other purchasers of Seller’s assets pursuant to such Other Agreements, whether before or after the Closing Date, to ensure that all assets or liabilities are appropriately apportioned between Buyer and such other purchasers in order to reflect the intent of Buyer and such other purchasers hereunder and thereunder.
Conflicts with Other Bidders. In the event of any conflict regarding the Acquired Assets between this Agreement and agreements governing other sales of the Seller’s assets in the Bankruptcy Case (the “Other Agreements”) defined herein or therein, Buyer shall cooperate in good faith with Seller, whether before or after the Closing Date, to ensure all assets are allocated between the parties in order to reflect the intent of Buyer hereunder and any such other purchasers of Seller’s assets pursuant to the Other Agreements. Without limitation to the foregoing, Buyer agrees to enter into a non-exclusive, perpetual, worldwide, royalty-free license in favor of the buyer or buyers of the Non-Xxxxxx Business to use Patents Nos. 10,254,063 and 10,718,584 in the Non-Xxxxxx Business. "Non-Xxxxxx Business" shall have the meaning provided to the term “Business” as set forth in the Asset Purchase Agreement between Seller and the Roundhill Group, LLC executed as of the date hereof or if the transactions contemplated by such Asset Purchase Agreement are not consummated, shall mean the design, development, testing, manufacture, marketing, sale and distribution of firearms and related components not using the Xxxxxx name.
Conflicts with Other Bidders. In the event of any conflict regarding the Acquired Assets or Assumed Liabilities between this Agreement and agreements governing other sales of Seller’s assets in the Bankruptcy Case (the “Other Agreements”) defined herein or therein, Buyer shall cooperate in good faith with any other purchasers of Seller’s assets pursuant to the Other Agreements, whether before or after the Closing Date, to ensure all assets or liabilities are adequately apportioned between the parties in order to reflect the intent of Buyer and any such other purchasers hereunder and thereunder. Without limitation to the foregoing, (a) upon the request of Seller, Buyer shall enter into a non-exclusive, perpetual, worldwide, royalty- free license in favor of the buyer or buyers of Non-Core Brands to use those patents reasonably requested and identified by Seller and (b) Buyer shall receive a non-exclusive, perpetual, worldwide, royalty-free license to use Patents Nos. 10,254,063 and 10,718,584 in the Business.
