Shared Intellectual Property. Each of the Sellers, GM Buyer and Company Buyer agree that it will not transfer or assign its rights to the Shared Intellectual Property to any third party unless such third party: (i) is informed of and agrees to accept such transfer or assignment subject to the license granted herein; and (ii) agrees that any subsequent transfer or assignment will be subject to a similar restriction on future transfers and assignments.
Shared Intellectual Property. Prior to the Closing, Buyer and ABI shall negotiate in good faith and execute and deliver any mutually acceptable licenses of Intellectual Property shared between the Xxxxxx International Business and the other businesses of Xxxxxx Parent and its Subsidiaries (other than the JV and its Subsidiaries) immediately prior to the Closing, as may be necessary for (1) Buyer to continue operating the Xxxxxx International Business and (2) Xxxxxx Parent and its Subsidiaries to continue operating their businesses other than the Acquired Business, in each case following the Closing.
Shared Intellectual Property. Between today and the Closing,
Shared Intellectual Property. Effective as of the Closing, KO hereby grants to Monster and its Affiliates a perpetual, irrevocable, sublicenseable (for the benefit of Monster and its Affiliates but not for the independent use by Third Parties), license to the KO Shared Intellectual Property set forth in Section 7.18 of the KO Disclosure Schedule for use in connection with the production, marketing, sale and distribution of Energy Beverages (as defined in the Transaction Agreement), and (ii) Monster hereby grants to KO and its Affiliates a perpetual, irrevocable, sublicenseable (for the benefit of KO and its Affiliates but not for the independent use by Third Parties), license to the Intellectual Property set forth in Section 7.18 of the Monster Disclosure Schedule for use in connection with the production, marketing, sale and distribution of Non-Energy Beverages (as defined in the Transaction Agreement).
Shared Intellectual Property. Seller hereby grants to Acquiror, on behalf of itself and its applicable Subsidiaries, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to all Intellectual Property used in the Snacks Business as of the Closing Date that is not included in the Wimbledon Assets; provided, however, that the foregoing will not be deemed to include a license (a) to any proprietary models for marketing, branding, consumer research, financial analysis, information technology systems and personnel management of Seller and its Affiliates, (b) for use of any Intellectual Property in any business other than the manufacture or sale of salty snacks products, (c) for the provision of any of the services under the Transition Services Agreement, or (d) for the Trademarks “P&G”, “Procter & Xxxxxx”, similar Trademarks and any other Trademark that includes the name of Seller or any of its Affiliates or businesses other than the Snacks Business, the items described in (a), (b), (c) and (d) above collectively constituting the “Background IP.” Seller will, within 60 calendar days following the execution of this Agreement, determine whether there are any restrictions on the ability of Seller to grant a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to the Patents identified in Section 4.25 of the Seller Disclosure Letter to Acquiror and its Affiliates for use after the Closing. Pursuant to Sections 1.01 and 1.05(a)(vii), Seller will Convey (or will cause any applicable Subsidiary to Convey) to Acquiror (or one or more Affiliates of Acquiror) the Patents identified in Section 4.25 of the Seller Disclosure Letter. In the event Acquiror identifies any other elements of Intellectual Property used in the Snacks Business as of the Closing Date that is not included in the Wimbledon Assets that it wishes to use in the business of the Acquiror and its Affiliates after the Closing, Acquiror will so notify Seller and the Parties will discuss in good faith the possible use of such Intellectual Property by Acquiror and its Affiliates after the Closing. The Parties will enter into such additional documentation as Acquiror reasonably requests in order to effectuate the foregoing license.
Shared Intellectual Property. Each Seller agrees that it will not transfer or assign its rights to the Shared Intellectual Property to any third party unless such third party:
Shared Intellectual Property. 26 7.11. Shared Intellectual Property for External Use in the Systems Integration Business. . . . . . . . . . . . . . . . . . . . 26 7.12. Trademarks. . . . . . . . . . . . . . . . . . . . . . . . . . 26 ARTICLE VIII. - CONDITIONS TO SELLER'S OBLIGATIONS . . . . . . . . . . . 26
Shared Intellectual Property. Buyers grant to Sellers a royalty-free non-exclusive license to use the Shared Intellectual Property provided that it does not sell, contract or license these rights to others, in connection with its SI Business.
Shared Intellectual Property. The Shared Intellectual Property associated with both the FPBU and Seller's other business units will remain the property of Seller and will be considered part of the Excluded Assets and is subject to the terms of this Section 1.4.2. Seller hereby grants to Buyer, as part of the Assets, a non-exclusive, fully-paid, worldwide and perpetual license to use, modify, exploit and commercialize such Shared Intellectual Property to the extent reasonably necessary for Buyer to carry on the business conducted by the FPBU prior to the Closing, but excluding any Shared Intellectual Property used exclusively for manufacturing non-Sonic Sensors. Notwithstanding the foregoing, such license from Seller to Buyer will include the right to manufacture and service sensors upon the effectiveness of the "License" set forth in the License Agreement (as defined in Section 4.1.6) to the extent Buyer is permitted to manufacture and service sensors under the terms of the License Agreement.
Shared Intellectual Property. (a) SCHEDULE 6.23(a) contains, with respect to the Roll Handling Group and the Roll Handling Business, a complete and accurate list, including all filings, applications and registrations, of the following Shared Intellectual Property interests:
