Purchase and Sale of the Intellectual Property. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances, all of Seller's right, title and interest in, to and under all of the Intellectual Property, including, without limitation, the following:
Purchase and Sale of the Intellectual Property. Contemporaneously with the execution of this Agreement, the Purchaser, on one hand, and Shareholder and certain entities that he controls (including RWL) (collectively, the “Lxxxxx Parties”), on the other hand, shall enter into an intellectual property assignment (the “Intellectual Property Assignment”), the form for which is attached hereto as Exhibit A, pursuant to which the Lxxxxx Parties will transfer to the Purchaser the intellectual property rights owned by them and used in any Fan Accessories that were, are, or have been conceived to be manufactured, marketed or sold in connection with the Business as conducted by the LLC and/or the Corporation (the “Assigned Intellectual Property”) for the consideration described in Section 2.03(b).
Purchase and Sale of the Intellectual Property. (a) Upon the terms and subject to the conditions of this Agreement, the Buyer agrees to purchase from Royal Ahold, and Royal Ahold agrees to sell, convey, transfer, assign and deliver to the Buyer on the Closing Date all of Royal Ahold’s worldwide right, title and interest in and to the Intellectual Property (including, without limitation, the sole right to xxx for past infringement of rights thereunder, in perpetuity or for the longest period otherwise permitted at law, and to succeed to Royal Ahold’s right, title and interest in and to the prosecution of any suit, opposition or other proceeding in a court of law, the United States Patent and Trademark Office or other forum, other than the Golden Gallon Litigation (as defined in the Purchase Agreement), which shall remain with Royal Ahold), free and clear of any Encumbrances; provided that, with respect to the Golden Gallon Litigation, (x) Buyer shall have the right (but not the obligation) to participate in the defense thereof through counsel of Buyer’s choice at Buyer’s expense and (y) other than for a Permitted Settlement (as defined below), Royal Ahold and the Sellers (as defined in the Purchase Agreement) shall not settle such litigation without first obtaining Buyer’s prior written consent thereto and, provided further, that to the extent that the assignment of an agreement constituting an Intellectual Property shall require the consent of a third party thereto, this Agreement shall not constitute an agreement to assign the same if an attempted assignment without the required consent of such third party thereto would constitute a breach thereof, but Royal Ahold agrees, with respect to such non-assignable agreements constituting Intellectual Property, to use its commercially reasonable efforts to obtain the written consent of the other party or parties to the assignment of all such agreements, and if such consent is not obtained, to cooperate with the Buyer in an arrangement reasonably satisfactory to both Buyer and Royal Ahold to ensure that the Buyer obtains all material benefits thereunder (tested by reference to such agreement, and not the Business), subject to Buyer’s agreement to make ongoing payments required under any such agreement. If Royal Ahold shall obtain any necessary consent with respect to any such agreement after the Closing, Buyer shall assume, and Royal Ahold shall be deemed to have assigned to Buyer, any such agreement as of the Closing Date. For purposes of this Agreement, “Perm...
