Common use of Rejection in Bankruptcy Clause in Contracts

Rejection in Bankruptcy. The parties acknowledge that all licenses and covenants not to assert granted under or pursuant to this Agreement (other than the Trademark License under Section 2.3(d) (Trademark License)) are and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to intellectual property as defined under Section 101(56) of the U.S. Bankruptcy Code, as amended. The parties agree that the recipient of such licenses, as a licensee of such rights under this Agreement as amended, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, as amended. The parties acknowledge that if PalmSource, as a debtor in possession or a trustee-in-bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, Licensee may elect to retain its licenses (other than the Trademark License under Section 2.3(d) (Trademark License)) under this Agreement as provided in Section 365(n) of the Bankruptcy Code, subject to the terms and conditions of such licenses under this Agreement including, without limitation, Licensee’s obligations under Section 2 (Licenses) (other than with respect to the Trademark License under Section 2.3(d) (Trademark License)), Sections 5 (Royalties, Fees and Reports) and 6 (Payment Terms) with respect to Royalties, and under Section 10 (Proprietary Rights). Licensee shall not be required to comply with its obligations under Section 9.3 (Branding) except to the extent that Licensee is granted a license to use the applicable PS Compatibility Trademarks, whether by PalmSource or pursuant to the Trademark Agreements. The parties acknowledge that if Licensee, as a debtor in possession or a trustee-in-bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, PalmSource may elect to retain its licenses and covenants not to assert under Section 10 (Proprietary Rights) of this Agreement as provided in Section 365(n) of the Bankruptcy Code, subject to the terms and conditions of such licenses under this Agreement.

Rejection in Bankruptcy. The parties acknowledge that all licenses and covenants not to assert granted under or pursuant to this Agreement (other than the Trademark License under Section 2.3(d) (Trademark License)) are and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to intellectual property as defined under Section 101(56) of the U.S. Bankruptcy Code, as amended. The parties agree that the recipient of such licenses, as a licensee of such rights under this Agreement as amended, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, as amended. The parties acknowledge that if PalmSourcePSI, as a debtor in possession or a trustee-in-bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, Licensee may elect to retain its licenses (other than the Trademark License under Section 2.3(d) (Trademark License)) under this Agreement as provided in Section 365(n) of the Bankruptcy Code, subject to the terms and conditions of such licenses under this Agreement including, without limitation, Licensee’s obligations under Section 2 (Licenses) (other than with respect to the Trademark License under Section 2.3(d) (Trademark License)), Sections 5 (Royalties, Fees and Reports) and 6 (Payment Terms) with respect to Royalties, and under Section 10 (Proprietary Rights). Licensee shall not be required to comply with its obligations under Section 9.3 (Branding) except to the extent that Licensee is granted a license to use the applicable PS Compatibility Trademarks, whether by PalmSource PSI or pursuant to the Trademark Agreements. The parties acknowledge that if Licensee, as a debtor in possession or a trustee-in-bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, PalmSource PSI may elect to retain its licenses and covenants not to assert under Section 10 (Proprietary Rights) of this Agreement as provided in Section 365(n) of the Bankruptcy Code, subject to the terms and conditions of such licenses under this Agreement.