Common use of Divested Businesses Clause in Contracts

Divested Businesses. In the event a Party divests a business by (a) spinning off a member of its Group by its sale or other disposition to a third party or (b) reducing ownership or control in a member of its Group so that it no longer qualifiers as a member of its Group under this Agreement (each such divested entity, a “Divested Entity”), the Divested Entity shall retain those licenses granted to it under this Agreement; provided that the license shall be limited to the business of the Divested Entity as of the date of divestment and the natural or reasonable extensions and evolutions thereof. The retention of any license rights herein is not subject to the consent of the other Party, but is subject to the Divested Entity’s delivery to the non-retaining Party, within 90 days of the effective date of such divestment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this Agreement.

Appears in 3 contracts

Sources: Trademark License Agreement (Ingersoll Rand Inc.), Separation and Distribution Agreement (Ingersoll-Rand PLC), Intellectual Property Matters Agreement (Ingersoll Rand Inc.)