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 Agreements. All Intellectual Property Agreements have been disclosed and are valid and binding; none has been the subject of any breach or default by any party thereto or of any event which with notice or lapse of time or both would constitute a default; nor are there any disputes, claims or proceedings arising out of or relating to the Intellectual Property Agreements. The Company has not authorised or otherwise permitted, expressly or by implication, any use whatsoever of the Intellectual Property owned, used or otherwise exploited by the Company save insofar as any such authority is contained in the appropriate Intellectual Property Agreements. The Company does not use or otherwise exploit any Intellectual Property belonging to a third party save insofar as it is licensed to do so in the appropriate Intellectual Property Agreements. All such agreements have been duly recorded or registered with the proper authorities whenever a requirement to do so exists.
Intellectual Property Agreements. Institution will obtain patent and copyright agreements to effectuate the purposes of this Agreement from all individuals who perform any part of the Research.
Intellectual Property Agreements. 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, except to the extent that such provisions are necessary in Borrower's exercise of its reasonable business judgement.
Intellectual Property Agreements. (i) Section 4.12(e)(i) of the Disclosure Schedules sets forth a complete and correct list of all Inbound License Agreements indicating for each the title, effective date, and parties thereto, other than licenses to the Seller or PIDSG of off-the-shelf Software that is commercially available on reasonable terms to any Person for a license fee, royalty or other consideration of no more than Five Thousand Dollars (US$5,000) per copy or user.
Intellectual Property Agreements. Neither Borrower shall 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 such Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.
Intellectual Property Agreements the Intellectual Property Transfer Agreement, substantially in the form attached hereto as Exhibit 1.01(49), together with various agreements attached thereto as exhibits, with such changes as may be mutually agreed, which have been or will be entered into on or prior to the Distribution Date between Monsanto and Chemicals or members of their respective Groups with respect to transfer and licensing of intellectual property.
Intellectual Property Agreements. (a) A complete and accurate list of all:
Intellectual Property Agreements. Cardinal Health and CareFusion shall enter into the Intellectual Property Agreements on or prior to the Distribution Date. To the extent that any representations, warranties, covenants or agreements between the parties with respect to Intellectual Property matters are set forth in the Intellectual Property Agreements, such Intellectual Property matters shall be governed exclusively by the Intellectual Property Agreements and not by this Agreement.
Intellectual Property Agreements. Each of the Buyer and the Company shall execute and deliver at Closing (i) the trademark license agreement in the form attached hereto as Exhibit H (“Trademark License Agreement”), (ii) the Shared IP Agreements in the form attached hereto as Exhibit I wherein (A) one Shared IP Agreement will provide that the Buyer, as licensor, will license certain specified intellectual property to the Company, as licensee (“Shared TreeHouse IP Agreement”), and another Shared IP Agreement will provide that the Company, as licensor, will license certain specified intellectual property to the Buyer, as licensee (“Shared Del Monte IP Agreement,” and together with the Shared TreeHouse IP Agreement, the “Shared IP Agreements”), in each case, including the parties’ respective rights and obligations under the Heinz IP Agreements, the terms and conditions of which are more fully set forth therein; (iii) the Trademark Assignment Agreement in the form attached hereto as Exhibit J; (iv) the Intellectual Property Assignment in the form attached hereto as Exhibit K; and (v) the Domain Name Transfer Agreement in the form attached hereto as Exhibit L.
