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. 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. To the extent not otherwise restricted, Seller will grant such a license to 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. 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. 11 3.5 Consents .................................................................... 11 3.6 Coordination of Public Announcements ........................................ 12 3.7 Consultation with Employee Representatives .................................. 12 3.8
Shared Intellectual Property. Between today and the Closing,
(A) The Ferro Sellers will convene a meeting among Detlev Brand, Arturo Gasco and one other Employee (to be designated by txx XxxxX Xxxxxx) of the Powder Coatings Business and Lee Winters, Susan Miller and Susan Sobek of Ferro's North Xxxxxxxx xowxxx xxxxxxxx operations. Xxx purpose of such meeting will be to allow all such employees a full and free opportunity to discuss and educate themselves regarding the current status and development of the Ferro research and development projects related to Shared Intellectual Property in regions other than their own.
(B) The Ferro Sellers will assemble a copy of all materials currently located outside the Facilities that either Detlev Brand and/or Arturo Gasco and/or the Employee designated by the RandH Buyers xxxxxxe are necessary for a full understanding of the Shared Intellectual Property that is or might be useful to the Powder Coatings Business and assure that such copy is physically located at the German Facility at the Closing. Under no circumstances will the Ferro Sellers have any liability whatsoever to the RandH Buyers with respect to the transfer of information regarding the Shared Intellectual Property beyond what is stated in this Section 3.4 or as to the terms of the Shared Intellectual Property Agreement.
Shared Intellectual Property. The Seller shall retain equal rights, title and interest in and to the Shared Intellectual Property and Buyer shall acquire equal rights, title and interest in and to the Shared Intellectual Property. Neither party shall contest or challenge the other party’s ownership interest in the Shared Intellectual Property or assist any third party in bringing such a challenge. Seller and Buyer, in their capacities as co-owners of the Shared Intellectual Property will each have the equal right to use and assign and enjoy all other attributes of ownership of the Shared Intellectual Property.
Shared Intellectual Property. TRW and SmarTire will share, under the terms and subject to the limitations of this Article 3, Intellectual Property Rights which both (a) relate to tire pressure sensing systems or components thereof, and (b) either TRW or SmarTire develops during the term of this Technical Cooperation Agreement ("Shared Intellectual Property").
Shared Intellectual Property. All Shared Intellectual Property and licenses relating thereto; and
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
