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. (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.
(b) Effective upon the Closing, the Seller shall, and shall cause its Subsidiaries to, grant, and does hereby grant, to the Purchaser and its Subsidiaries (collectively, the “Purchaser Licensees”), a limited, non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free right and license to use the Seller Marks (other than any Internet domain names that are used in the Retained Business as of the Closing Date and, for the avoidance of doubt, any Trademarks licensed to the Purchaser or its Subsidiaries under the Transferred Contracts, including under the Specified Transform Contracts) that are used or held for use (as demonstrated by a bona fide, documented intention of future use prior to the Closing Date) in the Business as of the Closing Date for a period of one hundred and eighty (180) days following the Closing solely in connection with the conduct and operation of the Business as conducted as of the Closing Date for uses substantially similar to those of the Business prior to the Closing Date. After such period, the Purchaser shall, and shall cause its Subsidiaries, to cease use of the Seller Marks, and any other name or source identifier confusingly similar thereto, and to remove or obliterate such Seller Marks and such similar names and source identifiers from any and all of the Purchaser Licensees’ promotional materials, products, labels packaging and other documentation and materials, or destroy each of the foregoing, and provide the Seller with a signed certification that the requirements of this Section 5.11(b) have been satis...
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. 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. 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, unregistered 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. 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), worldwide license to use and exercise rights under any Shared Background IP owned by such Group and used in the other Group’s businesses prior to the Closing 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 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 9.02 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 any other remedy that includes cancellation or voiding of such license to Shared Background IP), including the right to pursue an injunction or obtain specific performance, without the necessity of posting any bond or making any s...
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.
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.
(b) Buyer, on behalf of itself and its Subsidiaries as of the Closing Date (including the Acquired Companies), hereby grants to the Sellers and their Affiliates 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 Company Intellectual Property (other than Trademarks, domain names, social media identifiers or handles), excluding any Intellectual Property that is made available pursuant to the Existing Shipper/Broker Transportation Agreement, that is (i) owned by Buyer or its Subsidiaries (including, for clarity, the Acquired Companies) immediately after the Closing and (ii) used by the Sellers or their Affiliates in the operation of any of their Retained Businesses 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 such Retained Businesses.
(c) The above licenses may be sublicensed by the licensed parties to (i) their Affiliates, (ii) their respective vendors and service providers for the sole purpose of having a product or service made by that third party for the benefit of the engaging licensed party, in each case as necessary for the operation of the Business, or Retained Businesses, as applicable and ...
Intellectual Property Cross License. Effective as of the Closing:
(i) SEE, on behalf of itself and its Subsidiaries, hereby grants to Buyer and its Subsidiaries (including the Transferred Diversey Companies) a non-exclusive, irrevocable, perpetual, royalty-free, fully paid up, worldwide license to use (A) all Intellectual Property (other than (1) Trademarks; (2) Patents and Know-How in connection with Direct Contact Chemical Activities); (3) the Intellectual Property separately handled under the Transition Services Agreement, and (4) the Intellectual Property separately handled under the TempTrip Term Sheet) and (B) SEE's invention disclosures D45537 (Two-Compartment Pouch Pump System) and D45441 (Gas Plasma Disinfection), in each case that are owned and licensable hereunder by SEE or any of its Subsidiaries as of Closing and is necessary for the conduct of the Diversey Business, in connection with the operation of the Diversey Business and any natural evolution thereof (but excluding the Excluded Businesses as they exist as of the Closing Date).
(ii) Subject to the terms and conditions of this Agreement, Buyer, on behalf of itself, its Subsidiaries (including the Transferred Diversey Companies), grants to SEE and its Subsidiaries a non-exclusive, irrevocable, perpetual, royalty-free, fully paid up, worldwide license to use all Intellectual Property (other than (A) Trademarks; (B) Patents and Know-How in connection with Direct Contact Chemical Activities); (C) the Intellectual Property separately handled under the Transition Services Agreement, and (D) the Intellectual Property separately handled under the TempTrip Term Sheet), if any, that is owned and licensable hereunder by Buyer or any of its Subsidiaries as of Closing and is necessary for the conduct of the Excluded Businesses as they exist as of the Closing Date, including the Patents and Know-How transferred at Closing from SEE and its Subsidiaries to Buyer, in connection with the operation of the Excluded Businesses as they exist as of the Closing Date and any natural evolution thereof (but excluding the Diversey Business).
(iii) SEE and its Subsidiaries, on the one hand, or the Buyer and its Subsidiaries (including the Transferred Diversey Companies), on the other hand, as the case may be, may (i) sublicense the rights granted to SEE and its Subsidiaries and Buyer and its Subsidiaries license set forth in Section 5.30(b)(i) or Section 5.30(b)(ii), as applicable, to (A) their vendors, consultants, manufacturers, contractors, suppliers...
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.
22.2 Hanil Valence Co. shall grant Valence, and its Affiliates, a non-exclusive, world-wide, royalty-free, non-transferable, non-sublicensable, personal license to all intellectual property created by the joint venture during the term of the exclusive license that directly relates to the composition or manufacturing of Batteries or Laminates, or relates to charging or other control circuitry suitable for Batteries. Notwithstanding the forgoing, such license shall be assignable incident to the transfer of all or substantially all of its, or an Affiliate's, business.
