Common use of Assignments and Recordation Clause in Contracts

Assignments and Recordation. In each case in which the Company or any of its Subsidiaries has acquired or sought to acquire any ownership of material Intellectual Property from any Person, including as a result of engaging any Person to develop or create Intellectual Property for the Company or any of its Subsidiaries, the Company or such Subsidiary, as the case may be, has obtained a valid and enforceable assignment sufficient to irrevocably transfer all such Intellectual Property (including the right to seek past and future damages with respect thereto) to the Company or such Subsidiary, as the case may be. As of immediately following the Closing, all Company Intellectual Property (i) will be transferable, alienable or licensable by the Company or its Subsidiaries without any Encumbrances, except Encumbrances to the extent arising out of actions taken by Buyer, and (ii) may be exported or transferred out of Israel without restriction and without payment of any kind to any third party or Governmental Authority, except (but without limiting any other representation or warranty contained in this Article 4), in either (i) or (ii), as imposed under the Innovation Law.