Common use of Transfer of Certain Intellectual Property Clause in Contracts

Transfer of Certain Intellectual Property. The Company shall use its best efforts to cause all right, title and interest to any Intellectual Property listed in Section 4.15(b) of the Company Disclosure Schedule for which the Company or a Company Subsidiary is not listed as the record owner or which is subject to an Encumbrance (other than an Encumbrance pursuant to an agreement referenced in Section 4.14(a) of the Company Disclosure Schedule) to be assigned, transferred, conveyed and delivered, free and clear of such Encumbrances, to Parent, a wholly-owned Subsidiary of Parent, the Company or a Company Subsidiary and to cause such right, title and interest to be vested in Parent, the Company or such Subsidiary, as the case may be, at the Effective Time.

Transfer of Certain Intellectual Property. The ----------- ----------------------------------------- Company shall use its best efforts to cause all right, title and interest to any Intellectual Property listed in Section 4.15(b) of the Company Disclosure Schedule for which the Company or a Company Subsidiary is not listed as the record owner or which is subject to an Encumbrance (other than an Encumbrance pursuant to an agreement referenced in Section 4.14(a) of the Company Disclosure Schedule) to be assigned, transferred, conveyed and delivered, free and clear of such Encumbrances, to Parent, a wholly-owned Subsidiary of Parent, the Company or a Company Subsidiary and to cause such right, title and interest to be vested in Parent, the Company or such Subsidiary, as the case may be, at the Effective Time.

Transfer of Certain Intellectual Property. The ----------------------------------------- Company shall use its best efforts to cause all right, title and interest to any Intellectual Property listed in Section 4.15(b) of the Company Disclosure Schedule for which the Company or a Company Subsidiary is not listed as the record owner or which is subject to an Encumbrance (other than an Encumbrance pursuant to an agreement referenced in Section 4.14(a) of the Company Disclosure Schedule) to be assigned, transferred, conveyed and delivered, free and clear of such Encumbrances, to Parent, a wholly-owned Subsidiary of Parent, the Company or a Company Subsidiary and to cause such right, title and interest to be vested in Parent, the Company or such Subsidiary, as the case may be, at the Effective Time.