Further Action Regarding Intellectual Property. (a) If, after the Closing Date, any member of the GE Group or the Company Group identifies any Intellectual Property or Software not previously assigned or otherwise transferred by GECC and its Subsidiaries to the Company that meets the Company IP Transfer Standard then, to the extent that it has the right to do so without paying material additional compensation to a third party, GECC shall (and shall cause its applicable Subsidiaries to) promptly assign and transfer the applicable Intellectual Property or Software to the Company or its designee for no additional consideration, subject to the terms and conditions of this Agreement (including Section 2.6) and the license of any such Intellectual Property or Software to GE and its Affiliates on the terms and conditions set forth in the Intellectual Property Cross License Agreement.
(b) If, after the Closing Date, any member of the GE Group or the Company Group identifies any item of Intellectual Property or Software that was assigned or otherwise transferred to the Company or one of its Subsidiaries on or prior to the Closing Date that meets the GE IP Transfer Standard the Company shall, or shall cause its applicable Subsidiary to, promptly assign and transfer such Intellectual Property or Software to GECC or its designated Affiliate for no additional consideration, subject to the license of such Intellectual Property or Software to the Company and its Subsidiaries on the terms and conditions set forth in the Intellectual Property Cross License Agreement.
(c) In addition, no assignment or transfer shall be required under this Section 7.11 unless a claim with respect thereto is made by the GE Group or the Company Group, as the case may be, on or prior to the later of (i) the Trigger Date and (ii) the first anniversary of the Closing Date.
Further Action Regarding Intellectual Property. If at any time after the Closing Date, the Purchaser, an affiliate of Purchaser, or the Company identifies any Intellectual Property owned or controlled by a Founder as of the Closing Date that was necessary or useful for the Company and its subsidiaries in connection with the proposed business of the Company and was not previously transferred by such Founder to the Company or its subsidiaries, then such Founder shall, and hereby does, transfer all right title and interest in and to such Intellectual Property to the Company for no additional consideration.
Further Action Regarding Intellectual Property. (a) If, after the Closing Date, the Sellers or the Buyer identifies any Business Intellectual Property or Business Technology which should have been but inadvertently was not previously transferred by the Sellers or such Affiliate, as the case may be, to the Buyer, the Buying Affiliates or Altair U.S., then to the extent they have the right to do so without paying compensation to a third party, the Sellers shall promptly transfer such Business Intellectual Property or Business Technology to the Buyer or its designated Affiliates for no additional consideration.
(b) If, after the Closing Date, the Sellers or the Buyer identifies any GE Intellectual Property or GE Technology that was (i) transferred by the Sellers or (ii) owned by Altair U.S. prior to the Closing Date and that was not transferred to a Seller or any Affiliate prior to the Closing Date, the Buyer shall promptly transfer, or cause to be transferred, such GE Intellectual Property or GE Technology to a Seller or its designated Affiliates for no additional consideration.
Further Action Regarding Intellectual Property. (a) From the date of this Agreement until the Closing, or, if earlier, the termination of this Agreement in accordance with its terms, RAI will use its reasonable best efforts to cause the Lorillard Asset Owners to conduct the Relevant Trademark Action in accordance with the provisions of this Section 6.09(a):
(i) as soon as reasonably practicable following the date of this Agreement, the relevant Lorillard Asset Owners shall meet with the Acquiror to discuss the relevant Lorillard Asset Owners’ strategy with respect to the conduct of the Relevant Trademark Action;
(ii) the relevant Lorillard Asset Owners shall conduct the Relevant Trademark Action in such a manner as would be customary for a prudent and diligent trademark owner, giving reasonable consideration to the prospective interest of the Acquiror in the blu Brand following the Closing;
(iii) the relevant Lorillard Asset Owners shall keep the Acquiror regularly informed with respect to the progress of the Relevant Trademark Action and shall promptly answer any reasonable enquiries received from the Acquiror in relation to the Relevant Trademark Action;
(iv) the relevant Lorillard Asset Owners shall keep the Acquiror advised of all material communications and all actual and prospective filings and submissions in connection with the Relevant Trademark Action and shall provide the Acquiror with a reasonable opportunity to review and comment on any such communications, filings and submissions;
(v) the relevant Lorillard Asset Owners shall reasonably consult with the Acquiror in relation to all material decisions to be taken by the relevant Lorillard Asset Owners in relation to the Relevant Trademark Action (including, without limitation, all decisions relating to (1) the survey evidence that will need to be adduced in the State of California in relation to the Relevant Trademark Action, (2) protective measures to be adopted by the Lorillard Asset Owners to mitigate against the RTA Claimants bringing actions equivalent to the Relevant Trademark Action outside the United States, (3) whether the Relevant Trademark Action should be resolved by arbitration, mediation or any other form of alternative dispute resolution, and (4) how the relevant Lorillard Asset Owners will respond to any preliminary or other injunction requests relating to the Relevant Trademark Action or any actions equivalent to the Relevant Trademark Action outside the United States) and shall provide the Acquiror with a reasonable opportun...
Further Action Regarding Intellectual Property. (a) If, after the Closing, the Asset Sellers or the Acquiror identify any item of Business Intellectual Property or Business Technology constituting a Transferred Asset that inadvertently was not previously transferred by the Asset Sellers to the Acquiror, then the Sellers shall use reasonable best efforts to promptly transfer such Business Intellectual Property or Business Technology to the Acquiror for no additional consideration.
(b) If, after the Closing, the Sellers or the Acquiror identify any item of Seller Intellectual Property or Seller Technology that was transferred by the Sellers to the Acquiror, the Acquiror shall use, and shall, if applicable, cause the Company or the Transferred Subsidiary, to use, as applicable, reasonable best efforts to promptly transfer such Seller Intellectual Property or Seller Technology to the Sellers or their designated Affiliate for no additional consideration.
(c) Prior to the Closing, the Sellers shall use reasonable effort to effectuate all filings, recordations and/or other actions (including with any and all Governmental Authority) necessary to record the Asset Sellers’, the Company’s or the Transferred Subsidiary’s (as applicable) interest in, and the chain of title of, each item of Business Intellectual Property that is Registered Intellectual Property as set forth on Section 5.09(c) of the Disclosure Letter.
Further Action Regarding Intellectual Property. (a) If, after the Closing Date, Seller or Buyer identifies: (i) any Company Intellectual Property owned by or with respect to the Middle East for the benefit of Seller or an Affiliate of Seller that as of the Closing Date should have been but inadvertently was not previously transferred by any Asset Seller to Buyer or such transfer to Buyer is subject to a required consent from a Third Party that inadvertently was not identified on SCHEDULE 5.11(C) or 5.4; (ii) with respect to any registered Trademark, Patent Right or Copyright, or pending application that inadvertently was not: (A) included in SCHEDULE 5.11(A); (B) owned by a Company as represented in SECTION 5.11(C)(III) or registered in the name of a Company as represented in SECTION 5.11(C)(III); (C) filed in the name of a Company as represented in SECTION 5.11(C)(VI); or (D) expressly assigned from an Asset Seller to Buyer or its applicable Subsidiary and recorded in the name of a Buyer or such Subsidiary in a relevant jurisdiction; or (iii) any Third Party Licenses that should have been but inadvertently was not listed on SECTION 5.11(B), then Seller (subject to SECTION 13.12 and if Buyer identifies any such Company Intellectual Property or Third Party License more than two years after the Closing Date, to the extent Seller has the right to do so) shall promptly transfer or cause the transfer of such Company Intellectual Property to Buyer, subject to the terms of this Agreement, at Seller's cost and for no additional consideration, or take such other remedial action as may be then be necessary to correct the failure or inaccuracy of representation or warranty, including executing such additional documents as the Buyer may deem reasonably necessary, which documents shall be without representation by or recourse to Seller or any of its Affiliates. Buyer's sole remedy for any such inadvertent failure or inaccuracy of representation or warranty shall be to take the action(s) in accordance with this SECTION 8.12(A). Nothing herein shall prevent a party from contesting the determination or belief of another party that any Company Intellectual Property or Third Party License is subject to this SECTION 8.12(A).
(b) If, after the Closing Date, Seller or Buyer identifies any item of Intellectual Property that should not have been but was inadvertently transferred by any Asset Seller to Buyer, Buyer shall, subject to the terms of this Agreement, promptly transfer or cause the transfer of such Intellectual Prope...
Further Action Regarding Intellectual Property. (a) If, after the date of this Agreement, Buyer or any of its Affiliates identify any gap or defect in the chain of title, ownership or lien status of any registration or pending application included in the Designated Intellectual Property, Sellers shall promptly at their own expense execute and file all documents and take all other appropriate actions as necessary to reflect a Company as the sole and exclusive owner of good and valid title to such registrations or pending applications, free and clear of any Security Interest other than Permitted Liens, and to eliminate or correct any such gaps or defects in the chain of title, ownership or lien status thereof. If, after the Closing, either Buyer or any Seller identifies any item of Designated Intellectual Property that inadvertently was not previously transferred by a Seller or its Affiliates to a Company, then Sellers shall (or shall cause their Affiliates to) promptly transfer such Designated Intellectual Property to Buyer (or its designated Affiliate) for no additional consideration.
(b) If, after the Closing, either Buyer or any Seller identifies any item of Intellectual Property that constitutes an Excluded Asset (as such term is defined in the Contribution Agreement) that was erroneously transferred by a Seller or its Affiliates to a Company, Buyer shall (or cause such Company to) promptly transfer such Intellectual Property to a Seller (or its designated Affiliate) for no additional consideration.
Further Action Regarding Intellectual Property. (a) If, after the Closing Date, GE or the Acquiror identifies any item of Company Intellectual Property or Company Technology that was not previously transferred by the Asset Sellers to the Acquiror, then the Asset Sellers shall, subject to Section 5.09 of this Agreement, promptly transfer such Company Intellectual Property or Company Technology to the Acquiror for no additional consideration, whereupon it shall become subject to the terms set forth in the Intellectual Property License Agreement.
(b) If, after the Closing Date, GE or the Acquiror identifies any GE Intellectual Property or GE Technology that was (i) transferred by the Asset Sellers or (ii) owned by the Business Subsidiaries prior to the Closing Date and that was not transferred to GE or an Affiliate of GE prior to the Closing Date, the Acquiror shall, or shall cause the applicable Business Subsidiary to, promptly transfer such GE Intellectual Property or GE Technology to GE or its designated Affiliates for no additional consideration, subject to Section 5.09 of this Agreement, notwithstanding its use by GE or its Subsidiaries as a customer of the Business Subsidiaries. If such GE Intellectual Property or GE Technology was being used in the Business on the Closing Date, it shall thereupon become subject to the terms set forth in the Intellectual Property License Agreement.
Further Action Regarding Intellectual Property. If, after the Closing Date, Seller or Buyer identifies any Intellectual Property that was owned by any Business Subsidiary prior to the Closing Date but is not used in the Business and is used by Seller or its Affiliates, and that was not transferred to Seller or an Affiliate of Seller prior to the Closing Date, Buyer shall, or shall cause the applicable Business Subsidiary to, promptly transfer such Intellectual Property to Seller or its designated Affiliates for no additional consideration. If, after the Closing Date, Seller or Buyer identifies any Intellectual Property that was owned by Seller or its Affiliates (other than the Business Subsidiaries) prior to the Closing Date but is used in the Business and is not used by Seller or its Affiliates (excluding, for the avoidance of doubt, the Business Subsidiaries), and that was not transferred to the Business Subsidiaries prior to the Closing Date, Seller shall, or shall cause the applicable Affiliate to, promptly transfer such Intellectual Property to Buyer or its designated Affiliates for no additional consideration.
Further Action Regarding Intellectual Property. (a) The Acquiror agrees to use commercially reasonable efforts to make no disclosure of Retained Technology to any third party. The Acquiror further agrees that, to the extent that Retained Technology includes trade secrets, confidential or proprietary information, the Acquiror shall use all reasonably necessary efforts, as is customary in the industry of the Business, to maintain such trade secrets, confidential or proprietary information secret and confidential.
(b) If, after the Closing Date, Instrumentarium or the Acquiror identifies any Business Intellectual Property owned by an Asset Seller or any Affiliate of Instrumentarium that as of the Closing Date should have been but inadvertently was not previously transferred by such Asset Seller or Affiliate to the Acquiror, then Instrumentarium shall, or shall cause such Asset Seller or Affiliate to, offer to transfer such Business Intellectual Property to the Acquiror for no additional consideration. In the event of a breach by Instrumentarium of the representations and warranties set forth in Section 3.12(f), then Section 10.01(e) shall apply in respect of such breach.
