Intellectual Property Cross License. The Parties acknowledge that through the course of a history of integrated operations they and the members of their respective Groups have each obtained knowledge of and access to Intellectual Property, including Trade Secrets, copyrighted content, proprietary know-how, and other Intellectual Property rights that are not governed expressly by this Agreement or any of the Ancillary Agreements or identified expressly in any of the schedules thereto (collectively, “Shared Background IP”). With regard to this Shared Background IP, the Parties seek to ensure that each has the freedom to use such Shared Background IP in the future. Hence, as of the Separation Date, each Group hereby grants to the other Group a non-exclusive, royalty-free, fully-paid, perpetual, sublicenseable (through multiple tiers), worldwide license to use and exercise rights under any Shared Background IP (excluding Trademark Assets and the subject matter of any Ancillary Agreement) owned by such Group and used in the other Group’s businesses prior to the Separation Date solely for use of the same type, of the same scope, and to the same extent as used by such Group prior to the Separation Date, in connection with such Group’s businesses, including both internal business activities and distribution and sublicensing through multiple tiers carried out in the ordinary course of business. Such license shall be and is on an “as-is, where-is” basis, and each Group hereby expressly disclaims all representations and warranties of any type or nature, provided that the disclaimer set forth in this Section 9.03 is expressly limited to this Section 9.03 and does not limit, supersede or modify any other representation or warranty set forth elsewhere in this Agreement or any other Ancillary Agreement.
Intellectual Property Cross License. The Parties acknowledge that, through the course of a history of integrated operations, they and the members of their respective Groups have each obtained knowledge of and access to Intellectual Property, including certain Know-How, copyrighted content and other unregistered Intellectual Property, in each case other than proprietary Software, Trademarks and any Intellectual Property expressly subject to any Ancillary Agreement (collectively, “Shared Background IP”). With regard to this Shared Background IP, the Parties seek to ensure that each has the freedom to use such Shared Background IP in the future in accordance with this Section 9.02. Accordingly, effective as of the Closing, each Group hereby grants to the other Group a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicenseable (through multiple tiers in accordance herewith), worldwide license to use and exercise rights under any Shared Background IP owned by such Group and used in the other Group’s businesses in the period from the date of the Original Agreement though the Closing (the “License Reference Period”) solely for use of the same type, of the same scope and to the same extent as used by such Group prior to the Closing and reasonable extensions thereof, in connection with such Group’s businesses, including, as and to the extent applicable, both internal business activities and distribution and sublicensing through multiple tiers (but not for the independent use and benefit of any third party) carried out in the ordinary course of business. Such license shall be and is on an “as-is, where-is” basis, and each Group hereby expressly disclaims all representations and warranties of any type or nature; provided that the disclaimer set forth in this Section 9.02 is expressly limited to this Section 9.02 and does not limit, supersede or modify any other representation or warranty set forth elsewhere in this Agreement or any other Transaction Document. Notwithstanding anything to the contrary in this Agreement, the license to use Shared Background IP that is contemplated by this Section 9.02 may not be terminated by either Party for any reason following the Effective Time and the consummation of the Transactions. In the event of a breach or threatened breach of this Section 9.02 by a Party, the other Party shall have the right to pursue all other remedies permitted at Law or in equity (which, for the avoidance of doubt, may not include termination, revocation, recission or...
Intellectual Property Cross License. (a) The Purchaser acknowledges and agrees that neither the Purchaser nor any of its Subsidiaries is purchasing, acquiring or otherwise obtaining any right, title or interest in or to any Intellectual Property owned by the Seller or any of its Subsidiaries (other than under the Transition Services Agreement or pursuant to this Section 5.11 and the Purchased Assets). The Purchaser further acknowledges and agrees that (other than pursuant to Section 5.11(b)) neither the Purchaser nor any of its Subsidiaries is purchasing, acquiring or otherwise obtaining any right, title or interest in or to, or shall make any use of, the names “Sears Hometown and Outlet” and “xxxxxxxxxx.xxx” or any Trademarks included in the Excluded Intellectual Property (collectively, the “Seller Marks”) or any other name or source identifiers confusingly similar thereto including, in each case, any registrations and applications thereof.
Intellectual Property Cross License. The parties shall enter into an intellectual property cross license agreement in the form set forth in Exhibit F to this Agreement (the “Intellectual Property Cross License Agreement”).
Intellectual Property Cross License. (a) Effective as of the Closing Date, Seller does hereby, and shall cause its Affiliates to, grant to Buyer and its Affiliates a perpetual, irrevocable, worldwide, non-terminable, non-sublicensable (except as set forth in Section 5.15(c)), non-transferable (except as set forth within Section 5.15(d)), non-exclusive, royalty-free, fully paid-up license fully to make, have made, use, sell, offer to sell, import, provide, commercialize, practice, copy, perform, display, render, develop, create derivative works from and otherwise exploit the Excluded Intellectual Property solely in substantially the same manner and scope such Excluded Intellectual Property was used in connection with the Business as conducted during the twelve (12) months immediately preceding the date hereof, including any natural improvements and extensions to the Business, which license shall survive any transfer, whether in whole or in part, of any such licensed Excluded Intellectual Property. At any time during the six (6) months after the Closing Date, Buyer may request, and Seller shall provide, a workshop pursuant to which Seller shall provide Buyer with reasonably appropriate information and, to the extent reasonably available, documentation and source code, with respect to each material Information Technology system or Software owned by Seller or its Affiliates that is used in the Business and does not constitute Business Transferred IT, including information and copies of relevant documentation and source code owned by Seller or its Affiliates, to the extent reasonably available, with respect to any configurations and customizations of Information Technology in the Excluded Intellectual Property that (i) is specific to (and to the extent related to) the Business; (ii) is subject to the license granted to Buyer under this Section 5.15(a); (iii) has not already been provided to Buyer; and (iv) is not otherwise in the possession of Buyer or its Affiliates. Within one hundred eighty (180) days following such initial workshop with respect to any such Information Technology, Buyer may request, and Seller shall provide, one (1) additional follow-up workshop regarding such material Information Technology system or Software, customizations and configurations consistent with the foregoing terms. Buyer shall, and shall cause its Affiliates, to use commercially reasonable efforts to maintain any Trade Secrets contained within such licensed Excluded Intellectual Property as confidential, includi...
Intellectual Property Cross License. (a) The Sellers, on behalf of themselves and their Affiliates as of the Closing Date (other than the Acquired Companies) hereby grant to Buyer and the Acquired Companies a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferable (except as set forth in this Section 5.27) and non-sublicensable (except as set forth in this Section 5.27) license under all Intellectual Property (other than Trademarks, domain names, social media identifiers or handles), excluding any Intellectual Property that is made available pursuant to the Transition Services Agreement, that (i) is owned by the Sellers and their Affiliates immediately after the Closing and (ii) is used in the Business immediately prior to the Closing, to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the current and future operation of the Business.
Intellectual Property Cross License. 22.1 Valence and Hanil shall xxxxx Xxxxx Valence Co. a non-exclusive, world-wide, royalty-free, non-transferable, non-sublicensable, personal license to all intellectual property created by Valence or Hanil during the term of the exclusive license that directly relates to Joint Venture Markets, specifically not including intellectual property related to the composition or manufacturing of Laminates.
Intellectual Property Cross License. Each Credit Party acknowledges and hereby agrees that, on the Closing Date and thereafter, each other Credit Party may make use of Intellectual Property owned from time to time by such Credit Party in the ordinary course of business, pursuant to licenses hereby granted under this SECTION 2.10 from such Credit Party (the "AFFILIATE LICENSES"). Each Credit Party hereby agrees that, in the event of any foreclosure by Agent or Lenders pursuant to SECTION 6.3, or in the event of any bankruptcy, insolvency or similar proceeding involving any Credit Party, to the extent required by Agent, such Credit Party shall maintain in existence the Affiliate Licenses on the same terms and conditions, or on no less favorable terms and conditions, than those license terms and conditions in existence on the date of foreclosure, bankruptcy, insolvency or similar proceeding and Agent is hereby authorized to utilize, transfer and/or assign the Affiliated Licenses in connection with such foreclosure, bankruptcy, insolvency or similar proceeding; provided, that the license grant provided for herein shall be limited to use by the applicable Credit Party for the conduct of its business operations as conducted upon the date of foreclosure, or the commencement of a bankruptcy, insolvency or similar proceeding, as applicable, and for no other purpose. Within ninety (90) days after the Original Closing Date, Borrowers shall cause each of the Credit Parties to more formally memorialize the above arrangements in writing in a manner reasonably acceptable to Agent, it being understood that the terms and conditions of any Affiliate License may be amended from time to time in accordance with the reasonable business needs of the Credit Parties party thereto so long as, except as expressly contemplated by a license arrangement that has been accepted by Agent as provided above, each Credit Party continues to have a license to use the Intellectual Property of each other Credit Party.
Intellectual Property Cross License. Effective as of the Closing:
Intellectual Property Cross License. Sellers and the Purchaser shall use best commercial efforts to complete, to the greatest extent possible, the list of Specified Projects under the Intellectual Property Cross-License.
