Palladium Intellectual Property Clause Samples

Palladium Intellectual Property. (a) The Seller covenants and agrees to promptly and fully cooperate with the Buyer, including by executing any necessary documents and taking any other necessary or desirable actions, to validly transfer all of Palladium’s Marks and other Intellectual Property rights worldwide, except for rights in France (such Intellectual Property to be transferred, the “Palladium Intellectual Property”), for the then fair market value of the Palladium Intellectual Property, pursuant to Section 8.4. The then fair market value shall be an amount mutually agreed upon by the Buyer and the Seller, or if such parties cannot agree, as determined by an independent appraiser to be appointed by the Buyer. (b) In the event a Brand Transferee decides to transfer any of the Palladium Brands to a third party (which is not an Affiliate of the Buyer) (the “Third Party Transferee”) or grant a license to use any of the Palladium Brands in connection with footwear products to a Third Party Transferee, in each case prior to December 31, 2012, (i) the Buyer and the Seller agree that the Variable Future Purchase Price shall be calculated in accordance with the provisions of Section 5.12(b)(ii)b. as if the Third Party Transferee were a Brand Transferee and (ii) to that effect, the Buyer covenants to (x) promptly inform the Seller of the main terms of such transfer or license (including the name of the Third Party Transferee, the consideration paid by it and the other relevant conditions of the transaction), (y) cause the Third Party Transferee to provide the EBITDA and Turnover achieved in relation to the Palladium Brands in the relevant Country(ies) within sixty (60) days after the end of each calendar year. The Buyer shall deliver the information received from the Third Party Transferee on its EBITDA and Turnover to the Seller within eight (8) days after the above-mentioned sixty- (60-) day period. (c) In the event a Brand Transferee decides to grant a license to use any of the Palladium Brands in connection with any products other than footwear (including apparel or accessories) to a Third Party Transferee prior to December 31, 2012, the net revenues received by such Brand Transferee under such license agreement shall be taken into account for purposes of calculating the Brand Transferee’s EBITDA or its Turnover in the relevant Country(ies) in accordance with the provisions of Section 5.12(b)(ii)b.

Palladium Intellectual Property. The Seller covenants and agrees to promptly and fully cooperate with the Buyer, including by executing any necessary documents and taking any other necessary or desirable actions, to validly transfer all of Palladium’s Marks and other Intellectual Property rights worldwide, except for rights in Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Malta, the Netherlands, Portugal, Slovenia, Spain, Sweden, Switzerland and Turkey (such Intellectual Property to be transferred, the “Palladium Intellectual Property”), for the then fair market value of the Palladium Intellectual Property, pursuant to Section 8.4. The then fair market value shall be an amount mutually agreed upon by the Buyer and the Seller, or if such parties cannot agree, as determined by an independent appraiser to be appointed by the Buyer.