Common use of Limitation on Rights and Obligations with Respect to the GE Materials Clause in Contracts

Limitation on Rights and Obligations with Respect to the GE Materials. (a) GE shall have no obligation (i) to notify Newco of any changes or proposed changes to any of the GE Materials, (ii) to include Newco in any consideration of proposed changes to any of the GE Materials, (iii) to provide draft changes of any of the GE Materials to Newco for review and comment or (iv) to provide Newco with any updated materials relating to any of the GE Materials. Newco acknowledges and agrees that, except as expressly set forth above and as between the Parties, GE reserves all rights in, to and under, including all Intellectual Property rights with respect to, the GE Materials and no rights with respect to ownership or, except as otherwise expressly provided herein, use shall vest in Newco or any of its Subsidiaries. Newco shall own all Newco Materials created in accordance with, and subject to the restrictions of, this Article III. Further, Newco agrees to take all actions necessary to ensure that the GE Materials are not used by it or any of its Subsidiaries for any purpose other than the purposes set forth above, provided, that Newco shall only be required to take those actions it would consider advisable with respect to protecting the use of Newco proprietary or sensitive business materials. Newco will allow GE reasonable access to personnel and information as reasonably necessary to determine Newco’s compliance with the provisions set forth above; provided, however, such access shall not unreasonably interfere with any of the business or operations of Newco. Notwithstanding any other provision contained herein, in the event that GE reasonably determines that Newco has not materially complied with some or all of its obligations with respect to any or all of the GE Materials, GE may terminate Newco’s rights with respect to such GE Materials upon written notice to Newco and, in such case, GE shall be entitled to require such GE Materials to be returned to GE or destroyed (with such destruction certified in writing to GE) promptly after such termination. (b) If Newco determines to cease to avail itself of any of the GE Materials referred to in this Article III or upon expiration of any period during which Newco is permitted to use any of the GE Materials, GE and Newco shall cooperate in good faith to take reasonable appropriate actions to effectuate such determination or expiration and protect GE’s rights and interests in the GE Materials.

Limitation on Rights and Obligations with Respect to the GE Materials. (a) Other than as provided in Section 3.01 above, GE shall have no obligation (i) to notify Newco the Acquiror of any changes or proposed changes to any of the GE Materials, (ii) to include Newco the Acquiror in any consideration of proposed changes to any of the GE Materials, (iii) to provide draft changes of any of the GE Materials to Newco the Acquiror for review and comment or (iv) to provide Newco the Acquiror with any updated materials relating to any of the GE Materials. Newco The Acquiror acknowledges and agrees agree that, except as expressly set forth above and as between the Partiesor in any Ancillary Agreement, GE reserves all rights in, to and under, including all Intellectual Property rights with respect to, the GE Materials and no rights with respect to ownership oror use, except as otherwise expressly provided hereinherein or in any Ancillary Agreement, use shall vest in Newco or any of its Subsidiaries. Newco shall own all Newco Materials created in accordance with, and subject to the restrictions of, this Article IIIAcquiror. Further, Newco the Acquiror agrees to take all actions reasonably necessary to ensure that the GE Materials are not used by it or any of its Subsidiaries for any purpose other than the purposes set forth above, provided, that Newco the Acquiror shall only be required to take those actions it they would consider advisable with respect to protecting the use of Newco the Acquiror proprietary or sensitive business materials. Newco The Acquiror will allow GE reasonable access to personnel and information as reasonably necessary to determine Newcothe Acquiror’s compliance with the provisions set forth above; provided, however, such access shall not unreasonably interfere with any of the business or operations of Newcothe Acquiror. Notwithstanding any other provision contained herein, in the event that GE reasonably determines that Newco the Acquiror has not materially complied with some or all of its obligations with respect to any or all of the GE Materials, GE shall provide notice to the Acquiror, and if the Acquiror shall fail to cure such non-compliance within 30 days of receipt of such notice, GE may terminate Newcothe Acquiror’s rights with respect to such GE Materials upon written notice to Newco the Acquiror and, in such case, GE shall be entitled to require such GE Materials to be returned to GE or destroyed (with such destruction certified in writing to GE) promptly after such termination. (b) If Newco In the event that the Acquiror determines to cease to avail itself of any of the GE Materials referred to in this Article III or upon expiration of any period during which Newco the Acquiror is permitted to use any of the GE Materials, in respect of the Business, GE and Newco shall the Acquiror will cooperate in good faith to take reasonable appropriate actions to effectuate such determination or expiration and protect GE’s rights and interests in the GE Materials.

Limitation on Rights and Obligations with Respect to the GE Materials. (a) Other than as provided above, GE shall have no obligation (i) to notify Newco the Company of any changes or proposed changes to any of the GE Materials, (ii) to include Newco the Company in any consideration of proposed changes to any of the GE Materials, (iii) to provide draft changes of any of the GE Materials to Newco the Company for review and comment or (iv) to provide Newco the Company with any updated materials relating to any of the GE Materials. Newco acknowledges Acquiror and agrees the Company acknowledge and agree that, except as expressly set forth above and as between the Partiesabove, GE reserves all rights in, to and under, including all Intellectual Property rights with respect to, the GE Materials and no rights with respect to ownership oror use, except as otherwise expressly provided herein, use shall vest in Newco Acquiror, the Company or any of its Subsidiariestheir respective Affiliates. Newco shall own all Newco Materials created in accordance with, Further Acquiror and subject to the restrictions of, this Article III. Further, Newco agrees Company agree to take all actions necessary or advisable to ensure that the GE Materials are not used by it or any of its Subsidiaries for any purpose other than the purposes set forth above, provided, that Newco shall only be required to take those actions it would consider advisable with respect to protecting . Acquiror and the use of Newco proprietary or sensitive business materials. Newco Company will allow GE reasonable access to personnel and information as reasonably necessary to determine Newcothe Company’s compliance with the provisions set forth above; provided, however, such access shall not unreasonably interfere with any of the business or operations of Newco. Notwithstanding any other provision contained herein, in the event that GE reasonably determines that Newco the Company has not materially complied in all material respects with some or all of its material obligations with respect to any or all of the GE Materials, GE shall provide written notice to the Company setting forth in detail the basis for such material non-compliance. Should the Company fail to perform such material obligation within fifteen (15) days of receipt of said written notice, GE may terminate Newcothe Company’s rights with respect to such GE Materials upon written without further notice to Newco the Company and, in such case, GE shall be entitled to require such GE Materials to be returned to GE or destroyed (with such destruction certified in writing to GE) promptly after such termination. (b) If Newco In the event the Company or Acquiror on behalf of the Company determines to cease to avail itself of any of the GE Materials referred to in this Article III or upon expiration of any period during which Newco the Company is permitted to use any of the GE Materials, GE and Newco shall Acquiror will cooperate in good faith to take reasonable appropriate actions to effectuate such determination decision or expiration and protect GE’s rights and interests in the GE Materials.