Intellectual Property; Licensing. (1) Schedule 3.1(x)(1) sets forth a complete and accurate list as of the Closing Date after giving effect to the Merger Effective Time of all: (i) issuances, registrations and applications for Intellectual Property owned or exclusively licensed by Issuer or a Subsidiary, indicating for each, as applicable, the title, jurisdiction, record owner, and application or registration number; and (ii) Licenses to which the Issuer or any of its Subsidiaries is a party or otherwise bound that are material to the conduct of the business of the Issuer or any Subsidiary or that involve any Assigned Patent, excluding for the avoidance of doubt, any commercially available ‘off-the-shelf’ software or open source software licenses used in the business of the Issuer or any Subsidiary, or any licenses granted to customers, distributors or agents of the Issuer or any Subsidiary for the purpose of testing, demonstrating, using, installing, maintaining, updating, repairing, decommissioning and otherwise exploiting the Products (each, a “Material License”).
Intellectual Property; Licensing. (a) Schedule 5.17(a) sets forth a complete and accurate list of all: (i) issuances, registrations and applications for Intellectual Property owned or exclusively licensed by Holdings or a Subsidiary, indicating for each, as applicable, the title, jurisdiction, record owner, and application or registration number; and (ii) Licenses to which Holdings or any of its Subsidiaries is a party or otherwise bound that are material to the conduct of the business of Holdings or any Subsidiary or that involve any Assigned Patent, excluding for the avoidance of doubt, any commercially available ‘off-the-shelf’ software or open source software licenses used in the business of Holdings or any Subsidiary, or any licenses granted to customers, distributors or agents of Holdings or any Subsidiary for the purpose of testing, demonstrating, using, installing, maintaining, updating, repairing, decommissioning and otherwise exploiting the Products (each, a “Material License”).
Intellectual Property; Licensing. In accordance with the terms of the Agreement, the Licenser agrees to grant the Licensee, and Licensee agrees to accept such grant of the right to use all or any part of the intellectual property rights set out in Annex 1 (hereinafter collectively referred to as “Intellectual Property Rights”) or to carry out business activities with these Intellectual Property Rights. The intellectual property license under the Agreement is non-exclusive, non-transferable and non-sub-licensable.
Intellectual Property; Licensing. Party A agrees to grant Party B a royalty-free license, for the purpose of the cooperation hereunder, to use certain trademarks, software copyrights, patents and other relevant intellectual properties held by Party A, in order to facilitate Party B’s operation of the commercial real estate businesses. The details of such intellectual property licensing can be found in the Intellectual Property Licensing Agreement.
Intellectual Property; Licensing. In the event that any Xxxxxxxx Entity owns any patents relating to controlled atmosphere equipment installed in any Xxxxxxxx Vessels, such Xxxxxxxx Entity agrees to license said patents to each New Owner and operator of such vessel on a royalty free basis to the extent necessary for such New Owner and/or operator to comply with its obligations under the Transaction Documents. For the avoidance of doubt, such license shall not be transferable by such New Owner and/or operator without the prior consent of the relevant Xxxxxxxx Entity, such consent not to be unreasonably withheld.
Intellectual Property; Licensing. In connection with the K1 Development Work and the supply of Components under this Agreement, Quantum and Fisker have, in collaboration and separately, utilized and developed a variety of existing and new software (including source codes, diagrams, compile and link script diagrams, etc), know-how, inventions, developments, concepts, ideas, improvements, designs, processes, procedures, data, models and know-how (collectively "Technology"). Quantum acknowledges and agrees that Fisker owns all Technology related to the K1 Vehicle Program, excluding Quantum Core Software (defined below) but including modifications to Quantum Core Software made in connection with the K1 Vehicle Program (collectively, "Fisker Technology"). Fisker Technology may not be used, altered, modified or licensed by Quantum for any purpose other than the supply of components and services to Fisker without Fisker's express prior written approval. Fisker may allow other use of Fisker Technology by Quantum or any third parties under licensing and/or royalty agreements at Fisker's sole and absolute discretion. Fisker acknowledges and agrees that Quantum owns its core software which can be demonstrated (i.e., through time stamps) to have been funded internally by Quantum as part of a core Quantum R&D activity and not developed and owned by other clients ("Quantum Core Software"). Quantum represents and warrants that there are no conflicting claims of ownership with respect to the Quantum Core Software. Fisker reserves the right to use all or part of the Quantum Core software in connection with future vehicle programs provided that, at the time, Fisker will, in conjunction with Quantum, establish an appropriate royalty and/or service fee structure for such use of Quantum Core Software. In connection with the K1 Development Work and this Agreement, Fisker requires that modular software development processes be used. In addition, Fisker reserves the right to further review, at Quantum's facilities, Quantum's software development processes and source code to ensure that it meets Fisker's software quality development requirements. In addition, all software modules in object form must include: interface specifications; calibration tables and software control interface documentation, including software build documentation; complier and linker; and supplier and revision levels including software build scripts and schedules. Further, Fisker will either internally, with other suppliers (covered by mutua...
Intellectual Property; Licensing. (a) It is acknowledged and agreed that Parent shall remain as licensee of the Intellectual Property licenses set forth on Section 3.14(a) of the Company Disclosure Letter (the “Existing Licenses”).
Intellectual Property; Licensing. This comprehensive and unrivalled book provides model agreements, covering a variety of publishing circumstances from head contracts to a range of licensing scenarios.Together with detailed explanatory notes, appendices covering areas of licensing which for practical reasons cannot easily be covered by a single precedent, a separate overview of legal developments and a CD-ROM containing the text of the precedents, this text is invaluable in drafting effective publishing xxxxxxxxxx.Xxx to this edition:The ninth edition has been fully revised and updated to include: New sample clauses to cover text and data mining in online subscription agreements; Fully updated Appendix on collective licensing; Revisions to reflect developments re agency and distribution models and data in relation to electronic precedents; All precedents (author and licence contracts), notes and appendices have been updated to take account of the latest digital developments; More coverage of Open Access in the introduction to Journal Contributor Agreements; Updates to the US Market appendix; Hardback and paperback reprintsContents:Acknowledgements for the Ninth Edition; Editor's Preface to the Ninth Edition; Legal Developments: An Introduction to the Ninth Edition; General Book: Author - Publisher Agreement; Educational, Academic, Scientific and Professional Book: Author - Publisher Agreement; Agreement for General Editor of a Book; Agreement for Contributor to a Book; Book Series Editor - Publisher Agreement; Academic Journal: Editor's Agreement; Society-Owned Journal Publishing Agreement; Journal Contributor Agreements; Agreements for Serial Rights; Translator's Agreement;
Intellectual Property; Licensing. Vendor warrants that it has the right to license or sublicense the use of all trademarks, trade names, logos, service marks and product images relating to Products. Vendor hereby grants to DPI a non-exclusive, royalty-free license to use, reproduce, distribute, and publicly display all trademarks, trade names, logos, service marks and product images related to the Products within the Territory.
Intellectual Property; Licensing
