Certain Intellectual Property Covenants Sample Clauses

Certain Intellectual Property Covenants. (a) The Company shall and shall cause its Subsidiaries to, at their expense, take such actions prior to and after the Closing as reasonably required, or as requested by Buyer, to duly execute, deliver and file as of the Closing Date or as soon thereafter as practicable all instruments and documents necessary to ensure that the records and registrations of all Intellectual Property used or held for use in the conduct or operation of the Business, in the United States Patent and Trademark Office or the United States Copyright Office and all counterpart or similar agencies wherever such Intellectual Property is registered, correctly reflect all transactions affecting the ownership by Buyer of such Intellectual Property.
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Certain Intellectual Property Covenants. (a) Olivetti Trademarks. Wang acknowledges, accepts and respectively undertakes, as follows:
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Certain Intellectual Property Covenants. (a) The Seller shall, and shall cause its Subsidiaries to, at their expense, take such actions prior to and after the Closing as required, or as reasonably requested by the Buyer, to duly execute, deliver and file as of the Closing Date or as soon thereafter as practicable all instruments and documents necessary to ensure that the records, registrations and applications for registration of all Transferred IP, in the United States Patent and Trademark Office or the United States Copyright Office and all counterpart or similar agencies wherever such Transferred IP is registered or is the subject of an application for registration, correctly reflect all transactions affecting the ownership by the Buyer of such Transferred IP. In the event the Buyer is unable, after expending reasonable efforts under the circumstances, to obtain the Seller’s execution of any document required to be executed under this Section 5.10(a), the Seller hereby grants the Buyer the authority to execute such document on the Seller’s behalf as the Seller’s attorney-in-fact.
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Certain Intellectual Property Covenants. (a) OLIVETTI TRADEMARKS. Wang acknowledges, accepts and respectively undertakes, as follows:
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Certain Intellectual Property Covenants. (a) If and to the extent that any Patent owned or Controlled by Seller as of the date hereof or the Closing Date that is not part of the Transferred Intellectual Property would, as of the date hereof or hereafter, in the absence of a license thereunder, be infringed by the manufacture, use, sale, offer for sale or import of a Seller Compound, Seller hereby grants to Buyer and its Affiliates a perpetual and irrevocable (except under the circumstances and to the extent set forth in Section 5.11), worldwide (but excluding Asia in the event Buyer has not started Development of SB1518 in Japan or entered into a Partnership Arrangement for SB1518 in Japan prior to the eighteen (18) month anniversary of the Closing), royalty-free, non-exclusive license, under such Patent, solely to make, have made, use, sell, have sold, offer for sale and import such Seller Compound. In addition, if and to the extent that any Know-How owned or Controlled by Seller as of the date hereof or the Closing Date that is not part of the Transferred Intellectual Property is necessary or useful for the manufacture, use, sale, offer for sale or import of a Seller Compound, Seller hereby grants to Buyer a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license, under such Know-How, solely to make, have made, use, sell, have sold, offer for sale and import such Seller Compound. The foregoing licenses shall include the right to sublicense, through multiple tiers of sublicense, solely in conjunction with the grant by Buyer to a Sublicensee of the right to make, have made, use, sell, have sold, offer for sale, and import the applicable Seller Compound.
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Certain Intellectual Property Covenants. (a) The Company shall, and shall cause its Subsidiaries to, at their expense, take such actions prior to and after the Closing as reasonably required, or as reasonably requested by the Buyer, to duly execute, deliver and file as of the Closing Date or as soon thereafter as practicable all instruments and documents necessary to ensure that the records, registrations and applications for registration of all Transferred Assets, as applicable, in the United States Patent and Trademark Office or the United States Copyright Office and all counterpart or similar agencies wherever such Transferred Assets are registered or is the subject of an application for registration, correctly reflect all transactions affecting the ownership by the Buyer of such Transferred Assets. In the event the Buyer is unable, after expending reasonable efforts under the circumstances, to obtain the Company’s execution of any document required to be executed under this Section 6.13(a), the Company hereby grants the Buyer the authority to execute such document on the Company’s behalf as the Company’s attorney-in-fact.
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Related to Certain Intellectual Property Covenants

  • Intellectual Property Covenants (i) Other than to the extent not prohibited herein or in the Credit Agreement or with respect to registrations and applications no longer used or useful, except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in the Intellectual Property of such Grantor that are not Excluded Assets.

  • License of Intellectual Property During the term of this Agreement and any extension or renewals thereof, each of the party's hereto hereby grants royalty free to the other party hereto the non-exclusive right and license to use any and all trademarks, trade names, service marks, logos, and other intellectual property rights owned by the granting party. The licensed intellectual property and any goodwill associated therewith are and shall at all times remain the property of the granting party.

  • Intellectual Property Claims Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Except as described on Schedule 5.9,(i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

  • 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.

  • 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 Collateral With respect to any Intellectual Property Collateral the loss, impairment or infringement of which might have a Material Adverse Effect:

  • Certain Provisions Concerning Intellectual Property Collateral SECTION 6.1.

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • 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.

  • As to Intellectual Property Collateral Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor:

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