Disclosure of Inbound Licenses. Section 3.14(a) of the Company Disclosure Schedules provides a complete and accurate list of all Contracts for material Company-Licensed IP. The Company has Made Available all such Contracts for Company-Licensed IP.
Disclosure of Inbound Licenses. Section 3.9(c)(ii) of the Target Disclosure Schedule is a complete and accurate list of all Contracts pursuant to which any Person granted or is required to grant to Target or any Subsidiary of Target any right under or license to, any covenant not to assert or xxx or other immunity from suit under or any other rights to any current or future Intellectual Property Rights, or where Target or any Subsidiary of Target is the beneficiary of a covenant or obligation not to assert any Intellectual Property Rights against Target or any Subsidiary of Target prior to asserting such Intellectual Property Rights against any other Person or a covenant or obligation to exhaust remedies as to particular Intellectual Property Rights against any Person prior to seeking remedies against Target, in each case which Target Licensed Intellectual Property Rights are embodied in Target Products, or where the loss of such Target Licensed Intellectual Property Rights would be reasonably expected to cause a Material Adverse Effect, but excluding in any case, Contracts for Off-the-Shelf Software and Open Licenses to Public Software, backup licenses in consulting agreements, and rights to Trade Secrets granted pursuant to nondisclosure agreements entered in the ordinary course of business. Section 3.9(c)(ii) of the Target Disclosure Schedule indicates which Contracts listed therein contain any express license grant to the Target to any expressly identified Patent.
Disclosure of Inbound Licenses. Section 2.10(d)(ii) of the Disclosure Schedules is a complete and accurate list of all Contracts pursuant to which any Person granted or is required to grant to the Company or any existing or future Affiliate of Company any right under or license to, any covenant not to assert or xxx or other immunity from suit (including agreement to assert claims against any Persons before asserting against the Company or such Affiliate or to exhaust remedies) under or any other rights to any current or future Intellectual Property Rights, other than Standard Inbound IP Agreements to Technology or Intellectual Property Rights not incorporated into or used by Company Products.
Disclosure of Inbound Licenses. Section 5.15(g) of the Disclosure Schedule is a complete and accurate list of all Contracts pursuant to which any Person granted or is required to grant to the Company any right under or license to, any covenant not to assert or xxx or other immunity from suit under or any other rights to any current or future Intellectual Property Rights, or where the Company is the beneficiary of a covenant or obligation not to assert any Intellectual Property Rights against the Company prior to asserting such Intellectual Property Rights against any other Person or a covenant or obligation to exhaust remedies as to particular Intellectual Property Rights against any Person prior to seeking remedies against the Company.
Disclosure of Inbound Licenses. Section 3.9(c)(ii) of the Target Disclosure Schedule is a complete and accurate list of all Contracts pursuant to which any Person granted or is required to grant to Target or any Subsidiary of Target any right under or license to, any covenant not to assert or xxx or other immunity from suit under or any other rights to any current or future Intellectual Property Rights, or where Target or any Subsidiary of Target is the beneficiary of a covenant or obligation not to assert any Intellectual Property Rights against Target or any Subsidiary of Target prior to asserting such Intellectual Property Rights against any other Person or a covenant or obligation to exhaust remedies as to particular Intellectual Property Rights against any Person prior to seeking remedies against Target.
Disclosure of Inbound Licenses. Section 3.10(c)(ii) of the Target Disclosure Schedule is a complete and accurate list of all Contracts pursuant to which any Person granted or is required to grant to Target, any Target Subsidiary or any Target Related Business a license or other right to any Intellectual Property (other than Off-the-Shelf Software), including any covenant not to assert or xxx or other immunity from suit. Section 3.10(c)(ii) of the Target Disclosure Schedule indicates which Contracts listed therein contain any license grant to Target, any Target Subsidiary or any Target Related Business to any Patent.
Disclosure of Inbound Licenses. Section 3.8(c)(ii) of the Target Disclosure Schedule is a complete and accurate list of all Contracts (other than Contracts for Public Software and Off-the-Shelf Software) pursuant to which any Person granted or is required to grant to Target or any existing or future Affiliate of Target any right under or license to, any covenant not to assert or xxx or other immunity from suit under or any other rights to any current or future Intellectual Property (excluding evaluation and nondisclosure agreements), or where Target is the beneficiary of a covenant or obligation not to assert any Intellectual Property against Target or any existing or future Affiliate of Target prior to asserting such Intellectual Property against any other Person or a covenant or obligation to exhaust remedies as to particular Intellectual Property against any Person prior to seeking remedies against Target. Target has not been granted any exclusive licenses or rights with respect to any Intellectual Property.
Disclosure of Inbound Licenses. Section 3.9(c)(ii)(A) of the Seller Disclosure Schedule is a complete and accurate list of all Contracts (other than Contracts for Public Software and Off-the-Shelf Software) to which Seller or any of its Affiliates is a party pursuant to which any Person granted or is required to grant to Seller or any existing or future Affiliate of Seller, including any Seller Group member or the Additional Seller Group Company, any right under or license to, any covenant not to assert or xxx or other immunity from suit under or any other rights to any Intellectual Property (excluding term limited evaluation agreements and confidentiality/nondisclosure agreements) used in the conduct of the Business, or where Seller or any Affiliate of Seller, including a member of Seller Group or the Additional Seller Group Company is the beneficiary of a covenant or obligation not to assert any Intellectual Property against Seller or any existing or future Affiliate of Seller prior to asserting such Intellectual Property against any other Person or a covenant or obligation to exhaust remedies as to particular Intellectual Property against any Person prior to seeking remedies against Seller, a member of Seller Group or the Additional Seller Group Company, related to the conduct of the Business (collectively, “Inbound Licenses”). Except as set forth in Section 3.9(c)(ii)(B) of the Seller Disclosure Schedule and except for Intellectual Property that is part of the Acquired IP that cannot be assigned or transferred to a Seller Group member or the Additional Seller Group Company under Applicable Laws and that is exclusively licensed to a Seller Group member or the Additional Seller Group Company and transferred to a JV Subsidiary, Purchaser or a Purchaser Group member pursuant to or under the Transaction Documents, no Intellectual Property used in the conduct of the Business is exclusively licensed to Seller or any Affiliate of Seller, including any member of the Seller Group or the Additional Seller Group Company. Neither Seller nor any of its Affiliates is contractually obligated to prosecute and/ or maintain any Business Licensed Intellectual Property that is Registered Intellectual Property. Section 3.9(c)(ii)(A) of the Seller Disclosure Schedule specifies which of the Contracts listed therein include a license, covenant not to assert or other rights under any Patents.
Disclosure of Inbound Licenses. Except with respect to any Third Party Technology or as set forth in Section 3.7(b)(ii) of the Disclosure Schedule, there are no Contracts pursuant to which any Person granted or is required to grant to any Transferor or any existing or future Affiliate of any Transferors any right under or license to, any covenant not to assert or xxx or other immunity from suit under or any other rights to any current or future Intellectual Property, or where any Transferor is the beneficiary of a covenant or obligation not to assert any Intellectual Property against Transferor or any existing or future Affiliate of such Transferor prior to asserting such Intellectual Property against any other Person or a covenant or obligation to exhaust remedies as to particular Intellectual Property against any Person prior to seeking remedies against such Transferor.
Disclosure of Inbound Licenses. Section 5.7(c)(ii) of the Apollo Disclosure Schedule sets forth a complete and accurate list of all Contracts pursuant to which any Person granted or is required to grant to any of the Apollo Entities or any of their existing or future Affiliates any right under or license to, any covenant not to assert or sue or other immunity from suit under or any other rights to any current or future Intellectual Property, or where any of the Apollo Entities or any of their existing or future Affiliates is the beneficiary of a covenant or obligation not to assert any Intellectual Property against any of the Apollo Entities or any of their existing or future Affiliates prior to asserting such Intellectual Property against any other Person or a covenant or obligation to exhaust remedies as to particular Intellectual Property against any Person prior to seeking remedies against any of the Apollo Entities or any of their existing or future Affiliates.
