Purchase and Sale of Transferred IP Clause Samples

Purchase and Sale of Transferred IP. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Parent shall, and shall cause its Affiliates to, convey, assign, transfer and deliver, as legal and beneficial owner, to Buyer and/or one or more Affiliate of Buyer (which may be one or more Transferred Companies) designated in writing by Buyer at least five (5) Business Days prior to the Closing (collectively, “Buyer IP Affiliates”), and Buyer and/or such Buyer IP Affiliate(s) shall purchase, acquire and accept from Parent and its applicable Affiliates, free and clear of all Liens (other than Permitted Exceptions), all right, title and interest in and to the Transferred IP. (b) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer and/or one or more Buyer IP Affiliates shall assume, all Liabilities primarily arising from the exploitation of the Transferred IP after the Closing Date.