Common use of Limitation on Transferability of Seller License Clause in Contracts

Limitation on Transferability of Seller License. The Seller License may be assigned by Seller once and only once within two (2) years of the Effective Date (the “Unrestricted Assignment Period”) without restriction on the assignee (“Assignee”) other than such restrictions as are set forth in paragraph 4.4 above (provided that Seller gives Purchaser prompt written notice of the assignment within fifteen (15) days after such assignment), and after such assignment the assignee and its Affiliates shall have all license rights granted hereunder to Seller and its Affiliates, respectively, subject to the restrictions set forth herein. After the earlier of the expiration of the Unrestricted Assignment Period or the assignment of the Seller License in accordance with the preceding sentence, the Seller License may be transferred only to a transferee that is purchasing the entire business line of the Covered Products of Seller or the Assignee, as applicable (a “Permitted Transferee”). In the event of such a transfer(a “Transfer”), the Permitted Transferee and its Affiliates shall have all license rights granted hereunder to Seller and its Affiliates, respectively, subject to the restrictions set forth herein. Further, in the event of a Transfer, the Covered Products will be limited to the products that had been commercially released by Seller and, if applicable, the Assignee, or that are in the prototype phase of development and are intended for commercial release solely by or on behalf of Seller or the Assignee, as applicable, prior to the effective date of such Transfer and the merely incremental differences of such products, and the Covered Products will not include, and in no event will the Seller License extend to, any other products, processes or services of (x) a Permitted Transferee, (y) any affiliate (other than Seller, the Assignee or an Affiliate of the Permitted Transferee, as applicable) of such purchaser or successor, or (z) any other person. Seller or the Assignee, as applicable, shall, within thirty (30) days after a Transfer, provide Purchaser with written notice of such Transfer, which notice will contain: (i) the effective date of the Transfer, (j) a description of the transaction through which the Transfer occurred, and (k) detailed information regarding the respective products, processes and services of Seller, the Assignee, the Permitted Transferee, and the purchasing entity, as applicable, as of the effective date of the Transfer, and the Seller License will immediately terminate in the event that Seller or the Assignee, as applicable, fails to provide such notice as and when set forth above. The Permitted Transferee may not transfer the Seller License (by operation of law or otherwise). The Seller License will immediately terminate upon any attempted transfer (by operation of law or otherwise) that is not in strict conformance with this paragraph 4.5, and any such attempted transfer will be void.

Limitation on Transferability of Seller License. The Seller License may be assigned by Seller once and only once within two (2) years of the Effective Date (the “Unrestricted Assignment Period”) without restriction on the assignee (“Assignee”) other than such restrictions as are set forth in paragraph 4.4 above (provided that Seller gives Purchaser prompt written notice of the assignment within fifteen (15) days after such assignment), and after such assignment the assignee and its Affiliates shall have all license rights granted hereunder to Seller and its Affiliates, respectively, subject to the restrictions set forth herein. After the earlier of the expiration of the Unrestricted Assignment Period or the assignment of Billx may each transfer their respective rights under the Seller License in accordance with the preceding sentence, the Seller License may be transferred once and only to a transferee that is purchasing either (a) the entire business line purchaser of all or substantially all of the Covered Products operating assets (other than cash) of Seller or Billx (as applicable), or (b) the Assigneesuccessor of Seller or Billx (as applicable) in connection with a merger involving the sale of all, as applicable or substantially all, of the outstanding capital stock of Seller or Billx (each of (a) and (b) a “"Permitted Transferee”"). In the event of such a transfer(a “transfer (a "Transfer”"), the Permitted Transferee and its Affiliates shall have all license rights granted hereunder to Seller and its Affiliates, respectively, subject to the restrictions set forth herein. Further, in the event of a Transfer, the Covered Products will be limited to the products that had been commercially released by Seller andthe transferor (i.e., if applicable, the Assignee, or that are in the prototype phase of development and are intended for commercial release solely by or on behalf of Seller or the AssigneeBillx, as applicable, ) prior to the effective date of such Transfer and the merely incremental differences of such products, and the Covered Products will not include, and in no event will the Seller License extend to, any other products, processes or services of (x) a Permitted Transferee, (y) any affiliate (other than Seller, the Assignee Seller or an Affiliate of the Permitted Transferee, as applicableBillx) of such purchaser or successor, or (z) any other person. Furthermore, following a Transfer, the Seller License will automatically terminate as to any Covered Products of Seller or Billx not involved in the Assignee, as applicable, Transfer that are substantially similar to Covered Products transferred to or acquired by a Permitted Transferee. Seller shall, within thirty (30) days after a Transfer, provide Purchaser with written notice of such Transfer, which notice will contain: (i) the effective date of the Transfer, (j) a description of the transaction through which the Transfer occurred, and (k) detailed information regarding the respective products, processes and services of Seller, the AssigneeSeller or Billx (as applicable), the Permitted Transferee, and the purchasing entity, as entity (if applicable), as of the effective date of the Transfer, and the Seller License will immediately terminate terminate, as to the proposed transferor (i.e., Seller or Billx, as applicable), in the event that Seller or the Assignee, as applicable, fails to provide such notice as and when set forth above. The Permitted Transferee may not transfer the Seller License (by operation of law or otherwise). The Seller License will immediately terminate upon any attempted transfer (by operation of law or otherwise) that is not in strict conformance with this paragraph 4.5, and any such attempted transfer will be void.

Limitation on Transferability of Seller License. The Seller License may be assigned by Seller once and only once within two (2) years of the Effective Date (the “Unrestricted Assignment Period”) without restriction on the assignee (“Assignee”) other than such restrictions as are set forth in paragraph 4.4 above (provided that Seller gives Purchaser prompt written notice of the assignment within fifteen (15) days after such assignment), and after such assignment the assignee and its Affiliates shall have all license rights granted hereunder to Seller and its Affiliates, respectively, subject to the restrictions set forth herein. After the earlier of the expiration of the Unrestricted Assignment Period or the assignment of the Seller License in accordance with the preceding sentence, the Seller License may be transferred only to a transferee that is purchasing either (i) the entire business line purchaser of all or substantially all of the Covered Products operating assets (other than cash) of Seller, or (ii) the successor of Seller in connection with a merger or other transaction involving the Assigneesale of all, as applicable or substantially all, of the outstanding capital stock of Seller (each of (i) and (ii) a “Permitted Transferee”). In the event of such a transfer(a transfer (a “First Transfer”), the Permitted Transferee and its Affiliates shall have all license rights granted hereunder to Seller and its Affiliates, respectively, subject to the restrictions set forth herein. Further, in the event of a Transfer, the Covered Products will be limited [***] to the products [***] that had been commercially released [***] or were [***][***], or other reasonable evidence) by Seller and, if applicable, the Assignee, or that are in the prototype phase of development and are intended for commercial release solely by or on behalf of Seller or the Assignee, as applicable, prior to the effective date of such Transfer Transfer, and the merely incremental differences of such products[***] Covered Products, and the Covered Products will not include, and in no event will the Seller License extend to, any other products, processes or services of (x) a Permitted Transferee, (y) any affiliate (other than Seller, the Assignee or an Affiliate of the Permitted Transferee, as applicable) of such purchaser or successor, or (z) any other person. In addition, the Permitted Transferee may transfer the Seller or the Assignee, as applicable, shall, within thirty (30) days after License to a Transfer, provide Purchaser with written notice of such Transfer, which notice will contain: transferee that is either (i) the effective date purchaser of all or substantially all of the Transfer, operating assets (jother than cash) a description of the transaction through which the Transfer occurred, and (k) detailed information regarding the respective products, processes and services of Seller, the Assignee, the Permitted Transferee, or (ii) the successor of Permitted Transferee in connection with a merger or other transaction involving the sale of all, or substantially all, of the outstanding capital stock of Permitted Transferee (each of (i) and (ii) a “Second Permitted Transferee”). In the purchasing entityevent of such a transfer (a “Second Transfer”), the Covered Products will be limited to the products that had been commercially released or were under development (as applicabledemonstrated by written documents, as of prototypes, or other reasonable evidence) under the Seller License by Permitted Transferee prior to the effective date of the such Second Transfer, and the Covered Products will not include, and in no event will the Seller License will immediately terminate in the event that Seller extend to, any other products, processes or the Assigneeservices of (x) a Second Permitted Transferee, as applicable(y) any affiliate of such purchaser or successor, fails to provide such notice as and when set forth aboveor (z) any other person. The Second Permitted Transferee may not transfer the Seller License (by operation of law or otherwise). The Seller License will immediately terminate upon any attempted transfer (by operation of law or otherwise) that is not in strict conformance with this paragraph 4.5, and any such attempted transfer will be void.