From the Sellers to Apollo. Subject to compliance with the terms and conditions hereof, and effective as of the Closing, each Seller, on behalf of itself and its Subsidiaries (other than the Subject Companies), hereby grants to Apollo and its Affiliates (whether in existence as of the date hereof or at any time in the future, including the Subject Companies) a non-exclusive, worldwide, perpetual, irrevocable, non-transferable (except in connection with a merger or reorganization of, or sale of all or substantially all of the assets of, one or more businesses of such party to which the license set forth in this Section 4.15(a) relates), sublicensable, paid-up and royalty-free right and license to use and practice (i) the Sellers Licensed IP Rights solely in connection with the Business, as conducted as of the Closing Date, and any natural or reasonably foreseeable expansions thereof, and (ii) the SCORE Technology solely in connection with the Business and any natural or reasonably foreseeable expansions thereof. Apollo shall, and shall cause its Affiliates and sublicensees to, use commercially reasonable care to maintain and protect the Trade Secrets included in the Sellers Licensed IP Rights.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (RCS Capital Corp), Membership Interest Purchase Agreement (Apollo Global Management LLC), Membership Interest Purchase Agreement (Apollo Global Management LLC)
