GVG TECH AND TRIPS PRO Sample Clauses

GVG TECH AND TRIPS PRO. GVG Tech agrees to grant to the Company a royalty-free, warranty-free, exclusive license, in substantially the form attached hereto as Exhibit F, to use the TRIPS PRO software (the "LICENSE"). The License shall have a perpetual term. ALL WARRANTIES UNDER THE LICENSE ARE DISCLAIMED, INCLUDING WARRANTIES OF MERCHANTIBILITY OR FITNESS AND AGGREGATE LIABILITY FOR THE LICENSOR UNDER THE LICENSE SHALL NOT EXCEED THE PRICE PAID FOR THE LICENSE. The Buyer agrees to purchase and GVG Tech agrees to sell, on the first anniversary of the Closing Date, the TRIPS PRO software assets currently owned by Technology for an aggregate purchase price of Ten Dollars ($10.00) (the "Tech Purchase"), provided, however, that the Buyer agrees to complete the Tech Purchase as promptly as practicable at any time prior to the first anniversary of the Closing Date upon thirty days written notice by Seller. Until the Tech Purchase is completed, Seller and GVG Tech agree not to allow any Encumbrances to exist on the software that is the subject of the License.
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