Common use of Covenant Not to Assert Clause in Contracts

Covenant Not to Assert. Without limiting any other rights or licenses granted hereunder, effective as of the Effective Time and continuing until, and automatically expiring upon, the fifth (5th) anniversary thereof (the “Covenant Period”): (a) Moon hereby agrees that it shall not, and shall cause each member of its Group not to, initiate any Action against Clover or any of its Affiliates for infringement, misappropriation or other violation of any Intellectual Property Rights owned by any member of the Moon Group as of the Effective Time, in each case solely with respect to any products, services or conduct of the Industrial segment of Clover (as defined in Clover’s 2018 10-K), as of the Effective Time and together with natural or reasonable extensions and evolutions thereof; and (b) Clover hereby agrees that it shall not, and shall cause its Affiliates not to, initiate any Action against any member of the Moon Group for infringement, misappropriation or other violation of any Intellectual Property Rights owned by Clover or any of its Affiliates as of the Effective Time, in each case solely with respect to any products, services or conduct of the Climate segment of Moon (as defined in Moon’s 2018 10-K), as of the Effective Time and together with natural or reasonable extensions and evolutions thereof. (c) If, after the Covenant Period ends, any of Moon or any member of its Group sues Clover or any of its Affiliates under its Intellectual Property Rights that were subject to the covenant in Section 5.06(a), the plaintiff shall not be entitled to recover damages for any infringement, misappropriation or other violation occurring during the Covenant Period associated with any products, services or conduct of the Industrial segment of Clover (as defined in Clover’s 2018 10-K), as of the Effective Time and together with natural or reasonable extensions and evolutions thereof. If, after the Covenant Period ends, any of Clover or any of its Affiliates sues Moon or any member of its Group under its Intellectual Property Rights that were subject to the covenant in Section 5.06(b), the plaintiff shall not be entitled to recover damages for any infringement, misappropriation or other violation occurring during the Covenant Period associated with any products, services or conduct of the Climate segment of Moon (as defined in Moon’s 2018 10-K), as of the Effective Time and together with natural or reasonable extensions and evolutions thereof.