Transition of Prosecution Sample Clauses

Transition of Prosecution. Without limiting the generality of Section 14.3 (Further Assurances) of the Purchase Agreement or Section 1.9 of this Agreement, on the Closing Date, Seller shall deliver to Company, to the extent not already delivered or in possession of Company pursuant to Section 1.4, the following documents: (a) a list of all outside counsel or agencies and Seller and Seller Group Entity personnel responsible for the prosecution and maintenance of registrations and applications within the Transferred IP Assets, and contact information for such counsel, agency or personnel (to the extent such personnel contact information can be disclosed without violating applicable Legal Requirements), and (b) the complete prosecution records and materials, including any invention disclosure forms, inventor notes, correspondence with the Governmental Authorities, and “file wrapper” for all registrations and applications within the Transferred IP Assets, to the extent that Seller or any Seller Group Entity has such documents in its possession immediately prior to the Closing Date (and shall, if requested by HoldCo, expressly instruct outside counsel to deliver the foregoing and consent to the retention of such outside counsel on behalf of HoldCo or a Company Group Entity in connection with prosecuting, maintaining, or otherwise protecting Transferred IP Assets) (for the avoidance of doubt, Seller will not be required to create new documents to satisfy its obligations under this clause (b) and will not be required to have governmental agencies deliver any documents to HoldCo under this clause (b)); provided, however, that Seller may maintain one archival copy of such prosecution records and materials, subject to Seller’s and the Seller Group Entities’ confidentiality obligations set forth in Section 5.1. With respect to each item of Transferred IP Assets that are Registered IP Assets, Seller agrees, for the greater of ninety (90) days after the Closing Date and ninety (90) days after the assignment from Seller to HoldCo of such item of Transferred IP Assets (where assignment is not legally effective until recorded), to: (i) continue to receive any notices or other correspondence from relevant Governmental Authorities, (ii) promptly forward such notices and correspondence in the ordinary course to HoldCo, and (iii) not abandon the prosecution of such Transferred IP Assets during such time unless at HoldCo’s express written direction. Notwithstanding the foregoing, HoldCo shall be respons...