Agreement Regarding Intellectual Property Sample Clauses

Agreement Regarding Intellectual Property. Each Seller has already disclosed or will disclose to the Company as of the Closing any and all Intellectual Property developed by such Seller or such Seller’s Representatives on behalf of a Group Company or relating to the business of a Group Company, including Intellectual Property used in a Group Company’s business, and Intellectual Property intended for future use in a Group Company’s business, and each does hereby (and agree to cause its Representatives to) assign, convey, transfer and grant to the applicable Group Companies, without further consideration and in perpetuity, any and all right, title and interest that such Seller or its Representatives may have in and to such Intellectual Property. Each Seller represents that it has not (and its Representatives have not) made any assignment of, or granted any rights in any such Intellectual Property to any Person other than the applicable Group Company, and has not disclosed such Intellectual Property to any third party. Upon Purchaser’s or such Group Company’s request at any time, including any time after the Closing, such Seller will, and will cause its Representatives to, execute and deliver to Purchaser or the applicable Group Company such other documents as Purchaser or such Group Company deems necessary or desirable to vest in such Group Company (or another Group Company) the sole (or joint with other Group Companies) ownership of and exclusive worldwide perpetual rights in and to, all of such Intellectual Property. Each Seller will deliver to the applicable Group Company all copies or embodiments of such Intellectual Property in any media in such Seller’s possession at or prior to the Closing.
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Agreement Regarding Intellectual Property. Each Seller has already disclosed or will disclose to the Company as of the Closing any and all Intellectual Property developed by such Seller on behalf of the Company or relating to the business of the Company, including Intellectual Property used in the Company's business, and Intellectual Property intended for future use in the Company's business, and each does hereby assign to the Company any and all right, title and interest that such Seller may have in and to such Intellectual Property. Each Seller represents that it has not made any assignment of, or granted any rights in any such Intellectual Property to any Person other than the Company, and has not disclosed such Intellectual Property to any third party. Upon Buyer's or the Company's request at any time, including any time after the Closing, such Seller will execute and deliver to Buyer or the Company such other documents as Buyer or the Company deems necessary or desirable to vest in the Company the sole ownership of and exclusive worldwide rights in and to, all of such Intellectual Property. Each Seller will deliver to the Company all copies or embodiments of such Intellectual Property in any media in such Seller's possession at or prior to the Closing.
Sample 1
Agreement Regarding Intellectual Property. Seller acknowledges and agrees that all writings, works of authorship, technology, inventions, discoveries, ideas and other work product of any nature whatsoever, embodied or stored in any tangible media known or later developed, that were or are created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Seller or jointly with others and relating in any way to past, present or contemplated (on or before the Closing) Business, research or development of the Company or any Subsidiary, and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to copyrights, trade secrets, trademarks and service marks (and related goodwill), patents and other intellectual property rights existing or therein arising in any jurisdiction throughout the world and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company. Seller acknowledges that all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, such Seller hereby irrevocably and forever assigns, conveys, and grants to the Company, for no additional consideration, such Seller’s entire right, title and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sxx, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. With respect to the copyrights assigned to the Company under this Section 5.5, each Seller hereby irrevocably waives in favor of the Company, to the extent permitted by applicable law, any and all claims such Seller may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure and withdrawal and any other rights that may be known as or akin to “moral rights” in relation to all Work Product, Intellectual Property Rights, or other wo...
Sample 1
Agreement Regarding Intellectual Property. The Seller and each Majority Owner has already disclosed or prior to Closing will disclose to the Company any and all Intellectual Property developed by such Person (alone or jointly with others) on behalf of the Company or necessary for or used in the business of the Company, and does hereby assign to the Company any and all right, title and interest that such Person may have in and to such Intellectual Property. Each of the Seller and the Majority Owners represents that he or she has not made any assignment of, or granted any rights or interests in any such Intellectual Property to any Person other than the Company, and has not disclosed such Intellectual Property to any third party. Upon the Buyer’s or the Company’s request at any time, including any time after the Closing, each of the Seller and the Majority Owners will execute and deliver to the Buyer or the Company such other documents as the Buyer or the Company reasonably deems necessary or desirable to vest in the Company the sole ownership of and exclusive worldwide rights in and to, all of such Intellectual Property
Sample 1
Agreement Regarding Intellectual Property. Each Seller has already disclosed or will disclose to each Lighthouse Company as of the Closing any and all Intellectual Property developed by such Seller on behalf of such Lighthouse Company or relating to the business of such Lighthouse Company, including Intellectual Property used in such Lighthouse Company’s business, and Intellectual Property intended for future use in such Lighthouse Company’s business, and each does hereby assign to such Lighthouse Company any and all right, title and interest that such Seller may have in and to such Intellectual Property. Each Seller represents that it has not made any assignment of, or granted any rights in any such Intellectual Property to any Person other than the applicable Lighthouse Company, and has not disclosed such Intellectual Property to any third party. Upon Buyer’s or the applicable Lighthouse Company’s request at any time, including any time after the Closing, such Seller will execute and deliver to Buyer or the applicable Lighthouse Company such other documents as Buyer or such Lighthouse Company deems necessary or desirable to vest in such Lighthouse Company the sole ownership of and exclusive worldwide rights in and to, all of such Intellectual Property. Each Seller will deliver to the applicable Lighthouse Company all copies or embodiments of such Intellectual Property in any media in such Seller’s possession at or prior to the Closing.
Sample 1
Agreement Regarding Intellectual Property. Each Company Owner has already disclosed or will disclose to the Purchaser as of the Closing any and all Intellectual Property developed by such Company Owner on behalf of the Company or relating to the business of the Company, including Intellectual Property used in the Company’s business, and Intellectual Property intended for future use in the Company’s business, and each does hereby forever and irrevocably assign, convey, transfer and grant to the Company, without further consideration, and in perpetuity, any and all right, title and interest that such Company Owner may have in and to such Intellectual Property, including any and all rights to file applications to register any such Intellectual Property anywhere in the world, any and all rights to claim any rights of priority bestowed by any domestic or foreign laws in connection with such Intellectual Property, and to sxx and recover damages or any other available relief based on any claims or causes of action for past or future infringement(s) of such Intellectual Property rights. Each Company Owner represents that it has not made any assignment of, or granted any rights in any such Intellectual Property to any Person other than the Company, and has not disclosed such Intellectual Property to any third party. Upon Purchaser’s request at any time, including any time after the Closing, such Company Owner will execute and deliver to the Purchaser or the Company such other documents as Purchaser or the Company deems necessary or desirable to vest in the Company the sole ownership of and exclusive worldwide perpetual rights in and to, all of such Intellectual Property. Each Company Owner will deliver to the Company all copies or embodiments of such Intellectual Property in any media in such Company Owner’s possession at or prior to the Closing.
Sample 1
Agreement Regarding Intellectual Property. Each Seller has already disclosed or will disclose to the RHI Companies as of the Closing any and all Intellectual Property developed by such Seller on behalf of a RHI Company or relating to the business of a RHI Company, including Intellectual Property used in a RHI Company’s business, and Intellectual Property intended for future use in a RHI Company’s business, and each does hereby forever and irrevocably assign, convey, transfer and grant to the applicable RHI Company, without further consideration, and in perpetuity, any and all right, title and interest that such Seller may have in and to such Intellectual Property, including any and all rights to file applications to register any such Intellectual Property anywhere in the world, any and all rights to claim any rights of priority bestowed by any domestic or foreign laws in connection with such Intellectual Property, and to sxx and recover damages or any other available relief based on any claims or causes of action for past or future infringement(s) of such Intellectual Property rights. Each Seller represents that it has not made any assignment of, or granted any rights in any such Intellectual Property to any Person other than the applicable RHI Company, and has not disclosed such Intellectual Property to any third party. Upon Buyer’s or the applicable RHI Company’s request at any time, including any time after the Closing, such Seller will execute and deliver to Buyer or the applicable RHI Company such other documents as Buyer or such RHI Company deems necessary or desirable to vest in such RHI Company the sole ownership of and exclusive worldwide perpetual rights in and to, all of such Intellectual Property. Each Seller will deliver to the applicable RHI Company all copies or embodiments of such Intellectual Property in any media in such Seller’s possession at or prior to the Closing.
Sample 1
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Agreement Regarding Intellectual Property. Seller has already disclosed or will disclose to the Company as of the Closing any and all material Intellectual Property developed by Seller or its Affiliates on behalf of an Ameri Company or relating to the business of an Ameri Company and which is required to be disclosed pursuant to Section 3.13 hereof.
Sample 1

Related to Agreement Regarding 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.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property Ownership The Employee hereby assigns to the Company all rights, including, without limitation, copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, Confidential Information or trade secrets (i) developed or created by the Employee, solely or jointly with others, during the course of performing work for or on behalf of the Company or any affiliate of the Company, or the predecessors of any such entities, whether as an employee or independent contractor, (ii) that the Employee conceives, develops, discovers or makes in whole or in part during the Employee’s employment by the Company that relate to the business of the Company or any affiliate of the Company or the actual or demonstrably anticipated research or development of the Company or any affiliate of the Company, (iii) that the Employee conceives, develops, discovers or makes in whole or in part during or after the Employee’s employment by the Company that are made through the use of any of the equipment, facilities, supplies, trade secrets or time of the Company or any affiliate of the Company, or that result from any work the Employee performs for the Company or any affiliate of the Company, or (iv) developed or created by the Employee, solely or jointly with others, at any time before the Employment Period, that relate to or involve the Company’s businesses (including, but not limited to, the business of the Company Group) (collectively, the “Work Product”). Without limiting the foregoing, to the extent possible, all software, compilations and other original works of authorship included in the Work Product will be considered a “work made for hire” as that term is defined in Title 17 of the United States Code. If, notwithstanding the foregoing, the Employee for any reason retains any right, title or interest in or relating to any Work Product, the Employee agrees promptly to assign, in writing and without any requirement of further consideration, all such right, title, and interest to the Company. Upon request of the Company at any time during or after the Employment Period, the Employee will take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to evidence, perfect, record or otherwise give full and proper effect to any assignments of rights under or pursuant to this Agreement. The Employee will promptly disclose to the Company any such Work Product in writing.

  • Certain Additional Actions Regarding Intellectual Property If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

  • Intellectual Property Matters Each Credit Party and each Subsidiary thereof owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service xxxx, service xxxx rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property License Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6 and at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by the Grantors.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

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