Common use of Effect of Transaction Clause in Contracts

Effect of Transaction. Except as set forth on Section 4.20(n) of the Company Disclosure Schedule, neither the execution, delivery and performance of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby will violate or result in the breach, material modification, cancellation, termination or suspension of, loss of any rights or acceleration of any payments under the Company Intellectual Property Agreements (or give rise to any right with respect to any of the foregoing). Following the Effective Time, the Surviving Corporation will have and be permitted to exercise all of the Company’s and the Company Subsidiaries’ rights under the Company Intellectual Property Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties under the Company Intellectual Property Agreements) to the same extent that Company and the Company Subsidiaries would have had, and been able to exercise, had this Agreement not been entered into, and the transactions contemplated by this Agreement not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Company and Company Subsidiaries would otherwise have been required to pay pursuant to the Company Intellectual Property Agreements. No Contract, arrangement, commitment or understanding to which the Company or any Company Subsidiary is a party or otherwise bound will cause or require (or purports to cause or require) the Surviving Corporation or Parent to (i) grant to any third party any license, covenant not to xxx, immunity or other right with respect to or under any Intellectual Property Rights of Parent or the Surviving Corporation; or (ii) be obligated to pay any royalties or other amounts, or offer any discounts, to any third party (except, in each of (i) and (ii), with respect to the Surviving Corporation only, royalties, other amounts, discounts, licenses, covenants not to xxx, immunities or other rights that the Surviving Corporation would have had to pay, offer or grant had this Agreement not been entered into and the Merger not been consummated).

Effect of Transaction. Except as set forth on Section 4.20(n) of the Company Disclosure Schedule, neither Neither the execution, delivery and performance of this Agreement or any Contracts, documents, or instruments to be executed by the Company or any Company Subsidiary after the date of this Agreement, nor the consummation of the Merger or the other transactions contemplated hereby Transactions, will violate or result in the breach, material modification, cancellation, termination or suspension of, loss of any rights or acceleration of any payments under under, the Company Intellectual Property Agreements (or give rise to any right with respect to any of the foregoing). Following the Effective Time, the Surviving Corporation will have and be permitted to exercise all of the Company’s and the Company Subsidiaries’ rights under the Company Intellectual Property Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties Third Parties under the Company Intellectual Property Agreements) to the same extent that Company and the Company Subsidiaries would have had, and been able to exercise, had this Agreement or any Contracts, documents, or instruments to be executed by Company or its Subsidiaries after the date of this Agreement not been entered into, and the transactions contemplated by this Agreement Transactions not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which Company and Company Subsidiaries would otherwise have been required to pay anyway pursuant to the Company Intellectual Property Agreements. No ContractNeither the execution, arrangementdelivery and performance of this Agreement or any Contracts, commitment documents, or understanding instruments to be executed by Company or its Subsidiaries after the date of this Agreement nor the consummation of the Transactions, nor any Contract to which the Company or any Company Subsidiary is a party or otherwise bound bound, will cause or require (or purports to cause or require) the Surviving Corporation or Parent or any of its Affiliates to (i) grant to any third party Third Party any license, covenant not to xxx, immunity or other right with respect to or under any Intellectual Property Rights of Parent or the Surviving Corporationany of its Affiliates; or (ii) be obligated to pay any royalties or other amounts, or offer any discounts, to any third party Third Party (except, in each of (i) and (ii), with respect to the Surviving Corporation only, royalties, other amounts, discounts, licenses, covenants not to xxx, immunities or other rights that the Surviving Corporation would have had to pay, offer or grant had this Agreement not been entered into and the Merger Transaction not been consummated).

Effect of Transaction. Except as set forth on Section 4.20(n) of the Company Disclosure Schedule, neither Neither the execution, delivery and performance of this Agreement Agreement, nor the consummation of the Merger or the other transactions contemplated hereby Transactions, will violate or result in the breach, material modification, cancellation, termination or suspension of, loss of any rights or acceleration of any payments under the Company Intellectual Property Agreements (or give rise to any right with respect to any of the foregoing). Following the Effective Time, the Surviving Corporation will have and be permitted to exercise all of the Company’s and the Company Subsidiaries’ rights under the Company Intellectual Property Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties Third Parties under the Company Intellectual Property Agreements) to the same extent that Company and the Company Subsidiaries would have had, and been able to exercise, had this Agreement not been entered into, and the transactions contemplated by this Agreement Transactions not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which Company and Company Subsidiaries would otherwise have been required to pay anyway pursuant to the Company Intellectual Property Agreements. No Contract, arrangement, commitment or understanding Contract to which the Company or any Company Subsidiary is a party or otherwise bound bound, will cause or require (or purports to cause or require) the Surviving Corporation or Parent to (i) grant to any third party Third Party any license, covenant not to xxx, immunity or other right with respect to or under any Intellectual Property Rights of owned by Parent or the Surviving Corporation; or (ii) be obligated to pay any royalties or other amounts, or offer any discounts, to any third party Third Party (except, in each of (i) and (ii), with respect to the Surviving Corporation and its subsidiaries only, royalties, other amounts, discounts, licenses, covenants not to xxx, immunities or other rights that the Surviving Corporation would have had to pay, offer or grant had this Agreement not been entered into and the Merger Transactions not been consummated).

Effect of Transaction. Except as set forth on Section 4.20(n) of the Company Disclosure Schedule, neither Neither the execution, delivery and performance of this Agreement Agreement, nor the consummation of the Merger or the other transactions contemplated hereby Transactions, will violate or result in the breach, material modification, cancellation, termination or suspension of, loss of any rights or acceleration of any payments under the Company Intellectual Property Agreements Contracts (or give rise to any right with respect to any of the foregoing). Following Immediately following the Effective Time, the Surviving Corporation will have and be permitted to exercise all of the Company’s and the Company Subsidiaries’ rights under the Company Intellectual Property Agreements Contracts (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties Third Parties under the Company Intellectual Property AgreementsContracts ) to the same extent that Company and the Company Subsidiaries would have had, and been able to exercise, had this Agreement not been entered into, and the transactions contemplated by this Agreement Transactions not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which Company and Company Subsidiaries would otherwise have been required to pay anyway pursuant to the Company Intellectual Property AgreementsContracts . No Contract, arrangement, commitment or understanding Contract to which the Company or any Company Subsidiary is a party or otherwise bound bound, will cause or require (or purports to cause or require) the Surviving Corporation or Parent to (i) grant to any third party Third Party any license, covenant not to xxx, immunity or other right with respect to or under any Intellectual Property Rights of Parent or the Surviving Corporation; or (ii) be obligated to pay any royalties or other amounts, or offer any discounts, to any third party Third Party (except, in each of (i) and (ii), with respect to the Surviving Corporation only, royalties, other amounts, discounts, licenses, covenants not to xxx, immunities or other rights that the Surviving Corporation would have had to pay, offer or grant had this Agreement not been entered into and the Merger Transactions not been consummated); or (iii) any third party being granted rights or access to, or the placement in or release from escrow of, any Software source code or other technology.

Effect of Transaction. Except as set forth on Section 4.20(nAll Company Owned IP is (and immediately following Closing shall be) of fully transferable, alienable and licensable by the Company Disclosure Scheduleor any of its Subsidiaries (or Parent or Surviving Corporation, neither as applicable) without restriction and without payment of any kind to any third party. Neither the execution, delivery and or performance of this Agreement or any other agreements referred to in this Agreement nor the consummation of any of the Merger or the other transactions contemplated hereby will violate will, with or without notice or lapse of time, result in in, or give any other Person the breach, material modification, cancellation, termination right or suspension option to cause or declare: (i) a loss of, loss of or Lien on, any rights Company Owned IP or acceleration of any payments under the Company Intellectual Property Agreements (other Technology or give rise to any right with respect to any of the foregoing). Following the Effective Time, the Surviving Corporation will have and be permitted to exercise all of the Company’s and the Company Subsidiaries’ rights under the Company Intellectual Property Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights incorporated into or used in the development, testing, distribution, provision, maintenance or support of third parties any Company Product or Company Software; (ii) an obligation for Parent to offer any discount or be bound by any “most favored pricing” terms under any Contract to which the Company Intellectual Property Agreementsor any of its Subsidiaries is a party or bound; (iii) Parent or its Affiliates being bound by any exclusivity, non-compete, or similar restriction on Parent’s or its Affiliates’ respective businesses to the same extent that Company and the Company Subsidiaries which Parent or its Affiliates would not have had, and been able to exercise, had this Agreement not been entered into, and bound but for the transactions contemplated by this Agreement not occurredAgreement; (iv) any obligation for the Company or its Subsidiaries to pay any amounts, without the payment of any additional amounts royalties, or consideration with respect to any Intellectual Property Rights or Technology licensed to or used by the Company or its Subsidiaries other than ongoing fees, royalties or payments that the Company and Company or its Subsidiaries would otherwise have been required to pay in the absence of this Agreement or had such transactions not occurred; or (v), the release, disclosure or delivery of any Company IP by or to any escrow agent or other Person (other than Parent and its Representatives, as required pursuant to the Company Intellectual Property Agreements. No ContractAgreement and consummation of the transactions); or (vi) or the grant, arrangement, commitment assignment or understanding to which the Company or any Company Subsidiary is a party or otherwise bound will cause or require (or purports to cause or require) the Surviving Corporation or Parent to (i) grant transfer to any third party other Person of any license, covenant not to xxx, immunity license or other right or interest in, under, or with respect to to, either any of the Company IP or under any other Technology or the Intellectual Property Rights of Parent or the Surviving Corporation; or (ii) be obligated to pay any royalties or other amounts, or offer any discounts, to any third party (except, in each of (i) and (ii), with respect to the Surviving Corporation only, royalties, other amounts, discounts, licenses, covenants not to xxx, immunities or other rights that the Surviving Corporation would have had to pay, offer or grant had this Agreement not been entered into and the Merger not been consummated)Parent.

Effect of Transaction. Except as set forth on Section 4.20(n) of the Company Disclosure Schedule, neither the The execution, delivery and performance by the Company and the Company Subsidiaries of this Agreement nor and the consummation of the Merger or the other transactions contemplated hereby do not and will violate not alter, encumber, impair or result in extinguish or cause the breach, material modification, cancellation, forfeiture or termination or suspension of, loss of any rights or acceleration of any payments under the Company Intellectual Property Agreements (or give rise to a right of forfeiture or termination of, any right with respect to Company IP or violate nor result in a breach, of any Company IP Contracts or any acceleration of the foregoing)or increase in, or loss of, any payments or benefits thereunder. Following the Effective TimeClosing, the Surviving Corporation Purchaser will have and be permitted to exercise all of the Company’s and rights of the Company Subsidiaries’ rights under the Company Intellectual Property Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties under the Company Intellectual Property Agreements) to the same extent that Company and the Company Subsidiaries under such contracts, licenses and agreements to the same extent the Company and/or any applicable Company Subsidiaries would have had, and been able to exercise, had this Agreement not been entered into, and the transactions contemplated by this Agreement not occurred, occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which the Company and and/or any applicable Company Subsidiaries would otherwise have been be required to pay pursuant to pay. Neither this Agreement nor the Company Intellectual Property Agreements. No Contracttransactions contemplated hereby, arrangement, commitment or understanding to which the Company or any Company Subsidiary is a party or otherwise bound will cause or require (or purports to cause or require) the Surviving Corporation or Parent to result in (i) grant the Purchaser or any of its Affiliates granting to any third Third Party any new or additional right to or with respect to any Company IP, (ii) the Purchaser or any of its Affiliates being obligated to (A) pay any royalties, honoraria, fees or other payments to any Person in excess of those payable by such party prior to the transactions contemplated hereby, or (B) provide or offer any licensediscounts or other reduced payment obligations to any Person in excess of those provided to such Person prior to the transactions contemplated hereby, or (iii) the Purchaser or any of its Affiliates being bound by, or subject to, any non-compete, licensing obligation, covenant not to xxx, immunity or other right with respect to material restriction on or under any Intellectual Property Rights modification of Parent the operation or the Surviving Corporation; or (ii) be obligated to pay any royalties or other amounts, or offer any discounts, to any third party (except, in each scope of (i) and (ii), with respect to the Surviving Corporation only, royalties, other amounts, discounts, licenses, covenants not to xxx, immunities or other rights that the Surviving Corporation would have had to pay, offer or grant had this Agreement not been entered into and the Merger not been consummated)its business.

Effect of Transaction. Except as set forth on Section 4.20(n) of the Company Disclosure Schedule, neither the The execution, delivery and performance by the Company and the Company Subsidiaries of this Agreement nor and the consummation of the Merger or the other transactions contemplated hereby do not and will violate not alter, encumber, impair or result in extinguish or cause the breach, material modification, cancellation, forfeiture or termination or suspension of, loss of any rights or acceleration of any payments under the Company Intellectual Property Agreements (or give rise to a right of forfeiture or termination of, any right with respect to Company IP or violate nor result in a breach, of any Company IP Contracts or any acceleration of the foregoing)or increase in, or loss of, any payments or benefits thereunder. Following the Effective TimeClosing, the Surviving Corporation Purchaser will have and be permitted to exercise all of the Company’s and rights of the Company Subsidiaries’ rights under the Company Intellectual Property Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties under the Company Intellectual Property Agreements) to the same extent that Company and the Company Subsidiaries under such contracts, licenses and agreements to the same extent the Company and/or any applicable Company Subsidiaries would have had, and been able to exercise, had this Agreement not been entered into, and the transactions contemplated by this Agreement not occurred, occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which the Company and and/or any applicable Company Subsidiaries would otherwise have been be required to pay pursuant to pay. Neither this Agreement nor the Company Intellectual Property Agreements. No Contracttransactions contemplated hereby, arrangement, commitment or understanding to which the Company or any Company Subsidiary is a party or otherwise bound will cause or require (or purports to cause or require) the Surviving Corporation or Parent to result in (i) grant the Purchaser or any of its Affiliates granting to any third Third Party any new or additional right to or with respect to any Company IP, (ii) the Purchaser or any of its Affiliates being obligated to (A) pay any royalties, honoraria, fees or other payments to any Person in excess of those payable by such party prior to the transactions contemplated hereby, or (B) provide or offer any licensediscounts or other reduced payment obligations to any Person in excess of those provided to such Person prior to the transactions contemplated hereby, or (iii) the Purchaser or any of its Affiliates being bound by, or subject to, any non-compete, licensing obligation, covenant not to xxxsxx, immunity or other right with respect to material restriction on or under any Intellectual Property Rights modification of Parent the operation or the Surviving Corporation; or (ii) be obligated to pay any royalties or other amounts, or offer any discounts, to any third party (except, in each scope of (i) and (ii), with respect to the Surviving Corporation only, royalties, other amounts, discounts, licenses, covenants not to xxx, immunities or other rights that the Surviving Corporation would have had to pay, offer or grant had this Agreement not been entered into and the Merger not been consummated)its business.

Effect of Transaction. Except as set forth on Section 4.20(n) of the Company Disclosure Schedule, neither Neither the execution, delivery and performance of this Agreement Agreement, nor the consummation of the Merger or the other transactions contemplated hereby Transactions, will violate or result in the breach, material modification, cancellation, termination or suspension of, loss of any rights or acceleration of any payments under the Company Intellectual Property Agreements (or give rise to any right with respect to any of the foregoing). Following Immediately following the Effective Time, the Surviving Corporation will have and be permitted to exercise all of the Company’s and the Company Subsidiaries’ rights under the Company Intellectual Property Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties Third Parties under the Company Intellectual Property Agreements) to the same extent that Company and the Company Subsidiaries would have had, and been able to exercise, had this Agreement not been entered into, and the transactions contemplated by this Agreement Transactions not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which Company and Company Subsidiaries would otherwise have been required to pay anyway pursuant to the Company Intellectual Property Agreements. No Contract, arrangement, commitment or understanding Contract to which the Company or any Company Subsidiary is a party or otherwise bound bound, will cause or require (or purports to cause or require) the Surviving Corporation or Parent to (i) grant to any third party Third Party any license, covenant not to xxx, immunity or other right with respect to or under any Intellectual Property Rights of Parent or the Surviving Corporation; or (ii) be obligated to pay any royalties or other amounts, or offer any discounts, to any third party Third Party (except, in each of (i) and (ii), with respect to the Surviving Corporation only, royalties, other amounts, discounts, licenses, covenants not to xxx, immunities or other rights that the Surviving Corporation would have had to pay, offer or grant had this Agreement not been entered into and the Merger Transactions not been consummated).

Effect of Transaction. Except as set forth on Section 4.20(n) of the Company Disclosure Schedule, neither Neither the execution, delivery and performance of this Agreement or any Contracts, documents, or instruments to be executed by the Company or any Company Subsidiary after the date of this Agreement, nor the consummation of the Merger or the other transactions contemplated hereby Transactions, will violate or result in the breach, material modification, cancellation, termination or suspension of, loss of any rights or acceleration of any payments under under, the Company Intellectual Property Agreements (or give rise to any right with respect to any of the foregoing). Following the Effective Time, the Surviving Corporation will have and be permitted to exercise all of the Company’s and the Company Subsidiaries’ rights under the Company Intellectual Property Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties Third Parties under the Company Intellectual Property Agreements) to the same extent that the Company and the Company Subsidiaries would have had, and been able to exercise, had this Agreement or any Contracts, documents, or instruments to be executed by Company or its Subsidiaries after the date of this Agreement not been entered into, and the transactions contemplated by this Agreement Transactions not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which the Company and the Company Subsidiaries would otherwise have been required to pay anyway pursuant to the Company Intellectual Property Agreements. No ContractNeither the execution, arrangementdelivery and performance of this Agreement or any Contracts, commitment documents, or understanding instruments to be executed by the Company or the Company Subsidiaries after the date of this Agreement nor the consummation of the Transactions, nor any Contract to which the Company or any Company Subsidiary is a party or otherwise bound bound, will cause or require (or purports to cause or require) the Surviving Corporation or Parent or any of its affiliates to (i) grant to any third party Third Party any license, covenant not to xxx, immunity or other right with respect to or under any Intellectual Property Rights of Parent or the Surviving Corporation; any of its affiliates, or (ii) be obligated to pay any royalties or other amounts, or offer any discounts, to any third party Third Party (except, in each of clauses (i) and (ii), with respect to the Surviving Corporation only, royalties, other amounts, discounts, licenses, covenants not to xxx, immunities or other rights that the Surviving Corporation would have had to pay, offer or grant had this Agreement not been entered into and the Merger Transactions not been consummated).

Effect of Transaction. Except as set forth on Section 4.20(n) of the Company Disclosure Schedule, neither Neither the execution, delivery and performance of this Agreement Agreement, nor the consummation of the Merger or the other transactions contemplated hereby Transactions, will violate or result in the breach, material modification, cancellation, termination or suspension of, loss of any rights or acceleration of any payments under the Company Intellectual Property Agreements Contracts (or give rise to any right with respect to any of the foregoing). Following Immediately following the Effective Time, the Surviving Corporation will have and be permitted to exercise all of the Company’s and the Company Subsidiaries’ rights under the Company Intellectual Property Agreements Contracts (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties Third Parties under the Company Intellectual Property AgreementsContracts) to the same extent that the Company and the Company Subsidiaries would have had, and been able to exercise, had this Agreement not been entered into, and the transactions contemplated by this Agreement Merger not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which the Company and Company Subsidiaries would otherwise have been required to pay anyway pursuant to the Company Intellectual Property AgreementsContracts. No Contract, arrangement, commitment or understanding Contract to which the Company or any Company Subsidiary is a party or otherwise bound will cause or require (or purports to cause or require) the Surviving Corporation or Parent to (iA) grant to any third party Third Party any license, covenant not to xxxsxx, immunity or other right with respect to or under any Intellectual Property Rights of Parent or the Surviving Corporation; or (iiB) be obligated to pay any royalties or other amounts, or offer any discounts, to any third party Third Party (except, in each of (iA) and (iiB), with respect to the Surviving Corporation only, royalties, other amounts, discounts, licenses, covenants not to xxxsxx, immunities or other rights that the Company or Surviving Corporation would have had to pay, offer or grant had this Agreement not been entered into and the Merger not been consummated). The foregoing representations shall not apply to rights and obligations arising from Parent’s acts, omissions or contractual obligations or modifications to any Company Intellectual Property Contracts made by or on behalf of the Surviving Corporation after the Merger Closing. No Contract to which the Company or any Company Subsidiary is a party will cause or require (or purports to cause or require) the Surviving Corporation or Parent to (x) grant to any Third Party any license, covenant not to sxx, immunity or other right with respect to or under any Intellectual Property Rights of Parent or the Surviving Corporation; or (y) be obligated to pay any royalties or other amounts, or offer any discounts, to any Third Party (except, in each of (x) and (y), with respect to the Surviving Corporation only, royalties, other amounts, discounts, licenses, covenants not to sxx, immunities or other rights that the Company or Surviving Corporation would have had to pay, offer or grant had this Agreement not been entered into and the Merger not been consummated).

Effect of Transaction. Except as set forth on Section 4.20(n) of the Company Disclosure Schedule, neither Neither the execution, delivery and performance of this Agreement Agreement, nor the consummation of the Merger or the other transactions contemplated hereby Transactions, will violate or result in the breach, material modification, cancellation, termination or suspension of, loss of any rights or acceleration of any payments under the Company Intellectual Property Agreements (or give rise to any right with respect to any of the foregoing). Following the Effective Time, the Surviving Corporation will have and be permitted to exercise all of the Company’s and the Company Subsidiaries’ rights under the Company Intellectual Property Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties Third Parties under the Company Intellectual Property Agreements) to the same extent that Company and the Company Subsidiaries would have had, and been able to exercise, had this Agreement not been entered into, and the transactions contemplated by this Agreement Transactions not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which Company and Company Subsidiaries would otherwise have been required to pay anyway pursuant to the Company Intellectual Property Agreements. No Contract, arrangement, commitment or understanding Contract to which the Company or any Company Subsidiary is a party or otherwise bound bound, will cause or require (or purports to cause or require) the Surviving Corporation or Parent to (i) grant to any third party Third Party any license, covenant not to xxx, immunity or other right with respect to or under any Intellectual Property Rights of Parent or the Surviving Corporation; or (ii) be obligated to pay any royalties or other amounts, or offer any discounts, to any third party Third Party (except, in each of (i) and (ii), with respect to the Surviving Corporation only, royalties, other amounts, discounts, licenses, covenants not to xxx, immunities or other rights that the Surviving Corporation would have had to pay, offer or grant had this Agreement not been entered into and the Merger Transactions not been consummated).