Common use of Further Action Regarding Intellectual Property Rights Clause in Contracts

Further Action Regarding Intellectual Property Rights. (a) If, after the Distribution Date, the Company or SpinCo identifies any item of (i) Tiger Intellectual Property, (ii) Tiger Software, (iii) Tiger Data/Technology, (iv) Registrable IP owned by the Company or any of its Subsidiaries that was not set forth on Annex A-7 or Annex B-10 but for which the Tiger Business is responsible as reflected in the Company’s Intellectual Property Rights docketing systems (it being understood that the Company and SpinCo shall discuss in good faith any identified misallocation of designations of responsibility within such docketing systems) (“Unscheduled Registrable IP”), or (v) Intellectual Property Rights (other than Registrable IP and the Company Names and Marks), Data or Technology owned by the Company or any of its Subsidiaries that is not Used exclusively in the Tiger Business or set forth on Annex B-10 but for which the Tiger Business is responsible as reflected in the Company’s Intellectual Property Rights docketing systems (it being understood that the Company and SpinCo shall discuss in good faith any identified misallocation of designations of responsibility within such docketing systems) (“Tiger Docketed IP/Data/Technology”), in each case, that inadvertently was not previously transferred or set forth on the applicable Annex, as applicable, by any member of the Company Group or any of its Affiliates to SpinCo, then, to the extent that the Company has the right to do so and without paying additional consideration (other than a nominal fee (e.g., $1)) to a Third Party, the Company shall (or shall cause a member of the Company Group or its Affiliates to) Transfer such Tiger Intellectual Property, Tiger Software, Tiger Data/Technology, Unscheduled Registrable IP or Tiger Docketed IP/Data/Technology to SpinCo pursuant to the terms hereof for no additional consideration; provided that if such Transfer requires payment of additional consideration, then SpinCo may elect to have such license so Transferred at its own expense. Until such time that a member of the Company Group or any of its Affiliates Transfers such Tiger Intellectual Property, Tiger Software, Tiger Data/Technology, Unscheduled Registrable IP or Tiger Docketed IP/Data/Technology to SpinCo, such member of the Company Group, on behalf of itself and its Affiliates, hereby grants to SpinCo and its Subsidiaries (i) a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sublicensable and transferable right and license (or sublicense, as the case may be) to fully use, practice and otherwise exploit such Tiger Intellectual Property, Tiger Software, Tiger Data/Technology, Unscheduled Registrable IP, or Tiger Docketed IP/Data/Technology Controlled (as such term is defined in the IP Cross License Agreement) by the applicable member of the Company Group and its Affiliates and (ii) a covenant not to xxx with respect to the foregoing activities, in each case under (i) and (ii), effective as of the Distribution Date. (b) If, after the Distribution Date, the Company or SpinCo identifies any item of Company Intellectual Property, Company Software or Company Data/Technology (other than Unscheduled Registrable IP and Tiger Docketed IP/Data/Technology) that was (i) Transferred by a member of the Company Group or any of its Affiliates or (ii) owned by any member of the Tiger Group prior to the Distribution Date and that was not Transferred to the Company or an Affiliate of the Company prior to the Distribution Date, SpinCo shall, or shall cause the applicable member of the Tiger Group to, promptly Transfer such Company Intellectual Property, Company Software or Company Data/Technology to the Company or its designated Affiliate pursuant to the terms hereof for no additional consideration. Until such time that SpinCo or any of its Affiliates Transfers such Company Intellectual Property, Company Software or Company Data/Technology to the Company or its designated Affiliate, SpinCo, on behalf of itself and its Affiliates, hereby grants to the Company and its Affiliates (i) a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sublicensable and transferable right and license (or sublicense, as the case may be) to fully use, practice and otherwise exploit such Company Intellectual Property, Company Software or Company Data/Technology Controlled (as such term is defined in the IP Cross License Agreement) by the applicable member of the Tiger Group and its Affiliates and (ii) a covenant not to xxx with respect to the foregoing activities, in each case under (i) and (ii), effective as of the Distribution Date.

Further Action Regarding Intellectual Property Rights. (a) If, after the Distribution Closing Date, the Company or SpinCo NextTrip identifies any item of (i) Tiger NextTrip Intellectual Property, (ii) Tiger NextTrip Software, (iii) Tiger NextTrip Data/Technology, (iv) Registrable IP owned by the Company or any of its Subsidiaries that was not set forth on Annex A-7 or Annex B-10 but for which the Tiger Business is responsible as reflected in the Company’s Intellectual Property Rights docketing systems (it being understood that the Company and SpinCo shall discuss in good faith any identified misallocation of designations of responsibility within such docketing systems) (“Unscheduled Registrable IP”)Subsidiaries, or (v) Intellectual Property Rights (other than Registrable IP and the Company Names and Marks), Data or Technology owned by the Company or any of its Subsidiaries that is not Used exclusively in the Tiger Business or set forth on Annex B-10 but for which the Tiger Business is responsible as reflected in the Company’s Intellectual Property Rights docketing systems (it being understood that the Company and SpinCo shall discuss in good faith any identified misallocation of designations of responsibility within such docketing systems) (“Tiger Docketed IP/Data/Technology”)NextTrip Business, in each case, that inadvertently was not previously transferred or set forth on the applicable Annex, as applicable, by any member of the Company Group or any of its Affiliates to SpinCoNextTrip, then, to the extent that the Company has the right to do so and without paying additional consideration (other than a nominal fee (e.g., $1)) to a Third Party, the Company shall (or shall cause a member of the Company Group or its Affiliates to) Transfer such Tiger NextTrip Intellectual Property, Tiger NextTrip Software, Tiger Data/Technology, Unscheduled Registrable IP or Tiger Docketed IP/NextTrip Data/Technology to SpinCo NextTrip pursuant to the terms hereof for no additional consideration; provided that if such Transfer requires payment of additional consideration, then SpinCo NextTrip may elect to have such license so Transferred at its own expense. Until such time that a member of the Company Group or any of its Affiliates Transfers such Tiger NextTrip Intellectual Property, Tiger NextTrip Software, Tiger Data/Technology, Unscheduled Registrable IP or Tiger Docketed IP/NextTrip Data/Technology to SpinCoNextTrip, such member of the Company Group, on behalf of itself and its Affiliates, hereby grants to SpinCo NextTrip and its Subsidiaries (i) a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sublicensable and transferable right and license (or sublicense, as the case may be) to fully use, practice and otherwise exploit such Tiger NextTrip Intellectual Property, Tiger NextTrip Software, Tiger Data/Technology, Unscheduled Registrable IP, or Tiger Docketed IP/NextTrip Data/Technology Controlled (as such term is defined in the IP Cross License Agreement) by the applicable member of the Company Group and its Affiliates and (ii) a covenant not to xxx with respect to the foregoing activities, in each case under (i) and (ii), effective as of the Distribution Closing Date. (ba) If, after the Distribution Closing Date, the Company or SpinCo NextTrip identifies any item of Company Intellectual Property, Company Software or Company Data/Technology (other than Unscheduled Registrable IP and Tiger Docketed IP/Data/Technology) that was (i) Transferred by a member of the Company Group or any of its Affiliates or (ii) owned by any member of the Tiger NextTrip Group prior to the Distribution Closing Date and that was not Transferred to the Company or an Affiliate of the Company prior to the Distribution Closing Date, SpinCo NextTrip shall, or shall cause the applicable member of the Tiger NextTrip Group to, promptly Transfer such Company Intellectual Property, Company Software or Company Data/Technology to the Company or its designated Affiliate pursuant to the terms hereof for no additional consideration. Until such time that SpinCo NextTrip or any of its Affiliates Transfers such Company Intellectual Property, Company Software or Company Data/Technology to the Company or its designated Affiliate, SpinCoNextTrip, on behalf of itself and its Affiliates, hereby grants to the Company and its Affiliates (i) a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sublicensable and transferable right and license (or sublicense, as the case may be) to fully use, practice and otherwise exploit such Company Intellectual Property, Company Software or Company Data/Technology Controlled (as such term is defined in the IP Cross License Agreement) by the applicable member of the Tiger NextTrip Group and its Affiliates and (ii) a covenant not to xxx with respect to the foregoing activities, in each case under (i) and (ii), effective as of the Distribution Closing Date.

Further Action Regarding Intellectual Property Rights. (a) If, after the Distribution Closing Date, the Company or SpinCo NextTrip identifies any item of (i) Tiger NextTrip Intellectual Property, (ii) Tiger NextTrip Software, (iii) Tiger NextTrip Data/Technology, (iv) Registrable IP owned by the Company or any of its Subsidiaries that was not set forth on Annex A-7 or Annex B-10 but for which the Tiger Business is responsible as reflected in the Company’s Intellectual Property Rights docketing systems (it being understood that the Company and SpinCo shall discuss in good faith any identified misallocation of designations of responsibility within such docketing systems) (“Unscheduled Registrable IP”)Subsidiaries, or (v) Intellectual Property Rights (other than Registrable IP and the Company Names and Marks), Data or Technology owned by the Company or any of its Subsidiaries that is not Used exclusively in the Tiger Business or set forth on Annex B-10 but for which the Tiger Business is responsible as reflected in the Company’s Intellectual Property Rights docketing systems (it being understood that the Company and SpinCo shall discuss in good faith any identified misallocation of designations of responsibility within such docketing systems) (“Tiger Docketed IP/Data/Technology”)NextTrip Business, in each case, that inadvertently was not previously transferred or set forth on the applicable Annex, as applicable, by any member of the Company Group or any of its Affiliates to SpinCoNextTrip, then, to the extent that the Company has the right to do so and without paying additional consideration (other than a nominal fee (e.g., $1)) to a Third Party, the Company shall (or shall cause a member of the Company Group or its Affiliates to) Transfer such Tiger NextTrip Intellectual Property, Tiger NextTrip Software, Tiger Data/Technology, Unscheduled Registrable IP or Tiger Docketed IP/NextTrip Data/Technology to SpinCo NextTrip pursuant to the terms hereof for no additional consideration; provided that if such Transfer requires payment of additional consideration, then SpinCo NextTrip may elect to have such license so Transferred at its own expense. Until such time that a member of the Company Group or any of its Affiliates Transfers such Tiger NextTrip Intellectual Property, Tiger NextTrip Software, Tiger Data/Technology, Unscheduled Registrable IP or Tiger Docketed IP/NextTrip Data/Technology to SpinCoNextTrip, such member of the Company Group, on behalf of itself and its Affiliates, hereby grants to SpinCo NextTrip and its Subsidiaries (i) a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sublicensable and transferable right and license (or sublicense, as the case may be) to fully use, practice and otherwise exploit such Tiger NextTrip Intellectual Property, Tiger NextTrip Software, Tiger Data/Technology, Unscheduled Registrable IP, or Tiger Docketed IP/NextTrip Data/Technology Controlled (as such term is defined in the IP Cross License Agreement) by the applicable member of the Company Group and its Affiliates and (ii) a covenant not to xxx sue with respect to the foregoing activities, in each case under (i) and (ii), effective as of the Distribution Closing Date. (ba) If, after the Distribution Closing Date, the Company or SpinCo NextTrip identifies any item of Company Intellectual Property, Company Software or Company Data/Technology (other than Unscheduled Registrable IP and Tiger Docketed IP/Data/Technology) that was (i) Transferred by a member of the Company Group or any of its Affiliates or (ii) owned by any member of the Tiger NextTrip Group prior to the Distribution Closing Date and that was not Transferred to the Company or an Affiliate of the Company prior to the Distribution Closing Date, SpinCo NextTrip shall, or shall cause the applicable member of the Tiger NextTrip Group to, promptly Transfer such Company Intellectual Property, Company Software or Company Data/Technology to the Company or its designated Affiliate pursuant to the terms hereof for no additional consideration. Until such time that SpinCo NextTrip or any of its Affiliates Transfers such Company Intellectual Property, Company Software or Company Data/Technology to the Company or its designated Affiliate, SpinCoNextTrip, on behalf of itself and its Affiliates, hereby grants to the Company and its Affiliates (i) a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sublicensable and transferable right and license (or sublicense, as the case may be) to fully use, practice and otherwise exploit such Company Intellectual Property, Company Software or Company Data/Technology Controlled (as such term is defined in the IP Cross License Agreement) by the applicable member of the Tiger NextTrip Group and its Affiliates and (ii) a covenant not to xxx sue with respect to the foregoing activities, in each case under (i) and (ii), effective as of the Distribution Closing Date.