Common use of Seller Intellectual Property Clause in Contracts

Seller Intellectual Property. (a) Except as contemplated by this Agreement and the Transaction Agreements, Sellers agree that, from and after the Closing Date, they shall not, and they shall cause their respective Representatives not to, use any of the Seller Intellectual Property. If Sellers or any assignee of Sellers owns or has any right or interest in any Seller Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, Sellers shall grant or cause to be granted to Purchaser, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable, and exclusive license to Exercise All Rights in and to such Seller Intellectual Property.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Systemax Inc), Asset Purchase Agreement (Pcm, Inc.)

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Seller Intellectual Property. (a) Except as contemplated by this Agreement and the Transaction Agreements, Sellers agree Seller agrees that, from and after the Closing DateDate and except as otherwise provided in the Acknowledgements of License, they it shall not, and they it shall cause their respective its Representatives not to, use any of the Seller Intellectual Property. If Sellers Seller or any assignee of Sellers Seller owns or has any right or interest in any Seller Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, Sellers Seller shall grant or cause to be granted to Purchaser, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable, and exclusive license to Exercise All Rights in and to such Seller Intellectual Property.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mti Technology Corp)

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Seller Intellectual Property. (a) Except as contemplated by this Agreement and the Transaction Agreements, Sellers agree that, from and after the Closing Date, they shall not, and they shall cause their respective Representatives not to, use any of the If Seller Intellectual Property. If Sellers or any assignee of Sellers Seller owns or has any right or interest in any Seller Company Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser Buyer at the Closing, Sellers Seller (i) shall grant provide Buyer with a reasonably detailed list of all such Company Intellectual Property; (ii) shall use its reasonable efforts to cause the assignment as promptly as practicable after the Closing and (iii) hereby grants or shall cause to be granted to PurchaserBuyer, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable, sublicensable and exclusive license to Exercise All Rights in and to such Seller Company Intellectual Property.

Appears in 1 contract

Samples: Share Purchase Agreement (Smith Micro Software Inc)

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