Intellectual Property License Agreement. The Intellectual Property License Agreement dated as of December 4, 1998, between DTI and GM (the “Intellectual Property License Agreement”), attached hereto as Exhibit 5.01(a)(x); provided, however, that all references in the Intellectual Property License Agreement to the Master Separation Agreement are deemed deleted, and any grammatical corrections necessary as a result of such deletions required to preserve the parties’ original intent with respect to remaining provisions are deemed made; and provided further that, as of the Effective Date, the provisions of the Intellectual Property License Agreement concerning dispute resolution and record retention that refer to the Master Separation Agreement shall be deemed to refer to the corresponding provisions of this Agreement;
Intellectual Property License Agreement. At the Closing, Seller Parent and Purchaser shall execute and deliver a license agreement (the “Intellectual Property License Agreement”) in the form of the agreement attached hereto as Exhibit E.
Intellectual Property License Agreement. (a) Effective as of the Closing Date, ITT, on behalf of itself and its Subsidiaries, hereby grants to the FHS Companies and, to the Designated Asset Purchasers, a worldwide, perpetual, paid-up, royalty-free, nonexclusive license, with a right to sublicense, to manufacture, have manufactured, use, sell and offer to sell products and to provide services of the type which are made, used or sold, offered for sale or under development by the Business as of the Closing Date, and to continue to employ all business methods in use or under development by the Business as of the Closing Date under any patents, patent applications, copyright registrations or applications and mask work registrations or applications (except any patents, patent applications, copyright registrations or applications or mask work registrations or applications which are conveyed to the Designated Purchasers pursuant to this Agreement), owned by or licensed to ITT or any of its Subsidiaries, subject to any rights previously granted to third parties, and, with respect to any of the foregoing licensed to ITT or any of its Subsidiaries, only to the extent that ITT or its Subsidiaries are permitted under such license to grant the rights provided under this Section 6.11(b) without the need to obtain any consent or permission.
(b) Effective as of the Closing Date, Purchaser, hereby grants, and Purchaser will procure that the FHS Companies and the other Designated Asset Purchasers will grant effective as of the Closing Date to ITT and its Subsidiaries (excluding the FHS Companies), a worldwide, perpetual, paid-up, royalty-free, nonexclusive license, with a right to sublicense, to manufacture, have manufactured, use, sell, offer to sell products and to provide services of the type which are made, used, sold, offered for sale or under development by ITT or its Subsidiaries (excluding the FHS Companies) as of the Closing Date , and to continue to employ all business methods in use or under development by ITT or its Subsidiaries (excluding the FHS Companies) as of the Closing Date under any patents, patent applications, copyright registrations or applications or mask work registrations or applications which are conveyed to the Designated Purchasers pursuant to this Agreement, subject to any rights previously granted to third parties.
(c) Effective as of the Closing Date, ITT, on behalf of itself and its Subsidiaries, hereby grants to the FHS Companies and to the Designated Asset Purchasers, a worldwide,...
Intellectual Property License Agreement. As soon as practicable and in any event within one hundred and thirty-five (135) days following the Closing, the WFOE and the PRC Affiliate shall enter into an intellectual property license agreement in a form and substance to the satisfaction of the Series B-4 Purchasers pursuant to which the WFOE shall license the intellectual properties owned by it to the PRC Affiliate and the PRC Affiliate shall pay relevant license fees to the WFOE in return.
Intellectual Property License Agreement. After the Closing, if (a) Intellectual Property used in the Business as of the Closing Date continues to be owned by JohnsonDiversey, a Seller (or both of them), and/or any Affiliate of a Seller, (b) such Intellectual Property does not constitute an Excluded Asset, and (c) no license or similar written agreement is in place after the Closing Date between Buyer, on the one hand, and the Sellers (or either one of them), any Affiliate of a Seller, and/or Xxxxxxx Polymer, as applicable, on the other hand, with respect to such Intellectual Property (except for any such license agreement in place as of the Closing which terminates after the Closing in accordance with its terms), then the Sellers shall, at their option, either:
(a) provide to (or cause to be provided to) Buyer with effect as of the Closing Date (but not limited to a level or quantity of sales) a license to such Intellectual Property on terms similar to the terms on which Intellectual Property is to be licensed by Xxxxxxx Polymer to Buyer after the Closing under the Intellectual Property License Agreement attached hereto as Exhibit 7.05(l); provided, however, any license to Intellectual Property owned by JohnsonDiversey or one of its Affiliates (other than a Seller or a Subsidiary) granted in accordance with this Section 13.10 shall be limited to use in the Business; or
(b) indemnify Buyer for Buyer’s Damages resulting from the inability of Buyer to use such Intellectual Property on substantially the same terms as such Intellectual Property was used in the Business prior to the Closing (but not limited to a level or quantity of sales).
Intellectual Property License Agreement. This means the Intellectual Property License Agreement between Immersion and Logitech dated the same date as this Agreement.
Intellectual Property License Agreement. At the Closing, Seller and Buyer shall enter into the IP License Agreement.
Intellectual Property License Agreement. Borrower owns or licenses or otherwise has the right to use all Intellectual Property necessary for the operation of its business as presently conducted or proposed to be conducted. As of the date hereof, Borrower does not have any Intellectual Property registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those described in Schedule 4.20 hereto and has not granted any licenses with respect thereto other than as set forth in Schedule 4.20. No event has occurred which permits or would permit after notice or passage of time or both, the revocation, suspension or termination of such rights. To the best of Borrower's knowledge, no slogan or other advertising device, product, process, method, substance or other Intellectual Property or goods bearing or using any Intellectual Property presently contemplated to be sold by or employed by Borrower infringes any patent, trademark, servicemark, tradename, copyright, license or other Intellectual Property owned by any other Person presently and no claim or litigation is pending or threatened against or affecting Borrower contesting its right to sell or use any such Intellectual Property. Schedule 4.20 hereto sets forth all of the agreements or other arrangements of Borrower pursuant to which Borrower has a license or other right to use any trademarks, logos, designs, representations or other Intellectual Property owned by another person as in effect on the date hereof and the dates of the expiration of such agreements or other arrangements of Borrower as in effect on the date hereof (collectively, together with such agreements or other arrangements as may be entered into by Borrower after the date hereof, collectively, the "License Agreements" and individually, a "License Agreement"). No trademark, servicemark, copyright or other Intellectual Property at any time used by Borrower which is owned by another person, or owned by Borrower subject to any security interest, lien, collateral assignment, pledge or other encumbrance in favor of any person other than Lender. Without limiting the foregoing, Borrower is party to that certain License Agreement dated December ___, 2007 (the "COES License Agreement") executed by and between Borrower's parent company, GS Ethanol, and pursuant thereto holds the intellectual property rights to build and ...
Intellectual Property License Agreement. Seller shall have executed and delivered, and/or caused the relevant Other Sellers to execute and deliver, the Intellectual Property License Agreement.
Intellectual Property License Agreement. The Intellectual Property License Agreement shall have been executed by a duly authorized officer of the Company and delivered to Seller.
