Acquired or Licensed Assets Sample Clauses

Acquired or Licensed Assets. Other than as set forth in the Transition Services Agreement, the Acquired Assets and the Licensed Intellectual Property Rights comprise all of the assets, properties and rights of every type and description (other than real property) used or developed by Seller or are sufficient for the conduct of the Acquired Business (and as conducted in substantially the same manner following Closing) by Seller and its Affiliates. The Acquired Assets include all assets that are reflected in the Books and Records as assets of the Acquired Business.
Sample 1Sample 2
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Acquired or Licensed Assets. The Acquired Assets comprise all of the assets, properties and rights of every type and description (other than real property) used or developed by Seller and related to, required for or used in the Business. The Acquired Assets include all assets that are or ever were reflected in the Books and Records as assets of the Business. Without limiting the foregoing, the Transferred Intellectual Property and the Transferred Technology together constitute all Intellectual Property Rights and Technology (a) used in the operation of the Business by Seller and (b) necessary to the operation of the Business. None of the Excluded Assets are used in or are necessary to conduct the Business as presently conducted.
Sample 1
Acquired or Licensed Assets. Except for (i) the Excluded Assets; (ii) any Unassignable Contracts; (iii) Licensed Technology, (iv) the assets and rights of the Acquired Subsidiaries; and (iv) the services to be provided by the Seller (or its Affiliates) on a temporary basis pursuant to the Transition Services Agreement, the Acquired Assets comprise all of the assets, including Intellectual Property, properties and other Contract rights and interests of every type and description necessary to enable Buyer after the Closing to operate the Business as currently conducted on the Closing Date.
Sample 1
Acquired or Licensed Assets. The Acquired Assets comprise all of the assets, properties and rights of every type and description (other than real property) used or developed by Transferor and related to, required for or used in the Business. Without limiting the foregoing, the Transferred Intellectual Property and the Transferred Technology together constitute all Intellectual Property Rights and Technology (a) used in the operation of the Business by Transferor and (b) necessary to the operation of the Business by Transferee following the Closing. None of the Excluded Assets are used in or are necessary to conduct the Business as presently conducted. Without limiting the foregoing, (i) the Acquired Assets are sufficient for Transferee to perform its obligations under the Transferred Contracts subsequent to the Closing and (ii) the Designated Employees together constitute a sufficient number of employees for Transferee to perform its obligations under the Transferred Contracts subsequent to the Closing.
Sample 1

Related to Acquired or Licensed Assets

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Company Intellectual Property The Executive agrees to promptly disclose to the Company any and all work product, inventions, artistic works, works of authorship, designs, methods, processes, technology, patterns, techniques, data, Confidential Information, patents, trade secrets, trademarks, domain names, copyrights, and the like, and all other intellectual property relating to the business of the Company and any of its affiliates which are created, authored, composed, invented, discovered, performed, perfected, or learned by the Executive (either solely or jointly with others) during the Employment Term (collectively, together with such intellectual property as may be owned or acquired by the Company, the “Company Intellectual Property”). The Company Intellectual Property shall be the sole and absolute property of the Company and its affiliates. All work performed by the Executive in authoring, composing, inventing, creating, developing or modifying Company Intellectual Property and/or other work product to which copyright protection may attach during the course of the Executive’s employment with the Company shall be considered “works made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company. To the extent such works, work product or Company Intellectual Property are not considered “works made for hire,” all right, title, and interest to such works, work product and Company Intellectual Property, including, but not limited to, all copyrights, patents, trademarks, rights of publicity, and trade secrets, is hereby assigned to the Company and the Executive agrees, at the Company’s expense, to execute any documents requested by the Company or any of its affiliates at any time in relation to such assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property used by the Company or held for use in the business of the Company, including all Company Intellectual Property. The Executive further acknowledges and agrees that any and all derivative works, developments, or improvements based on intellectual property, materials and assets subject to this Section 6 created during the Employment Term (including, without limitation, Company Intellectual Property) shall be exclusively owned by the Company. The Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Employment Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company and its affiliates in such intellectual property, materials and assets, including, without limitation, the Company Intellectual Property.

  • Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right CONTROLLED by such PARTY as of the EFFECTIVE DATE.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Acquired Rights The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

  • Third Party Intellectual Property The Manager shall assist and fully cooperate with the Successor Manager or its designated alternate service provider in obtaining any necessary licenses or consents to use any third party Intellectual Property then being used by the Manager or any Sub-manager. The Manager shall assign, and shall cause each Sub-manager to assign, any such license or sublicense directly to the Successor Manager or its designated alternate service provider to the extent the Manager, or each Sub-manager as applicable, has the rights to assign such agreements to the Successor Manager without incurring any additional cost.

  • State Business Licenses The Servicer or the Certificateholder shall prepare and instruct the Trust to file each state business license (and any renewal thereof) required to be filed under applicable state law without further consent or instruction from the Instructing Party (as defined in the Trust Agreement), including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation.

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