Intellectual Property Transfers. Neither Debtor nor any affiliate or Subsidiary of Debtor shall dispose of, sell or transfer (i) exclusive rights to any intellectual property, (ii) ownership (or substantially all the attributes of ownership), or (iii) any other right, title or interest in or to its intellectual property of any kind, except (with respect to this (iii)) in the ordinary course of business, to any third party (directly or indirectly, by agreement, joint venture, strategic alliance or otherwise).
Intellectual Property Transfers. Apple will take such action as may be necessary or proper, including filing all required applications and executing any necessary transfer documentation, at its sole cost and expense, to cause all Apple Intellectual Property to be held free and clear of all Encumbrances other than Encumbrances imposed in connection with the credit agreements identified in Schedule 5.3, in the name of Apple or its Subsidiaries on the Closing Date.
Intellectual Property Transfers. Documents acceptable for recordation in the United States Patent and Trademark Office, the United States Copyright Office and any other similar domestic or foreign office, department or agency for the conveyance of registered Intellectual Property otherwise in form and substance reasonably satisfactory to Holdings and its Subsidiaries.
Intellectual Property Transfers. As promptly as practicable following the date hereof, Seller shall, or shall cause its applicable Affiliates to, transfer and assign to the applicable Conveyed Company all of Seller’s or such Affiliate’s right, title and interest in, to and under the Registered Intellectual Property indicated on Schedule 3.12(a) of the Seller Disclosure Letter as being owned by Seller or one of its Affiliates (other than the Conveyed Companies) as of the date hereof. Seller shall, prior to the Closing Date, file with the relevant Governmental Authorities all documents that are necessary to record such transfers and assignments of Registered Intellectual Property, and to the extent such transfers or assignments are not completed prior to the Closing, Seller, on behalf of itself and its Affiliates, hereby grants to the Conveyed Companies an exclusive, irrevocable, transferable, sublicensable, royalty-free, and fully paid up license to use, make, have made, sell, offer to sell, practice, perform, copy, distribute, modify, and create derivative works of such Registered Intellectual Property for a period commencing on the Closing Date and ending on the date that such transfers or assignments are completed.
Intellectual Property Transfers. As of the Closing, Ernst shall irrevocably sell, grant, convey, assign and deliver unto the Company, its successors and assigns, all of his right, title and interest (if any), throughout the world, in and to the Inventions, all prior and derivative works relating to the Inventions, all actions and causes of action relating to the Inventions, and all profits, damages, penalties and other recoveries related to any of the foregoing. As used herein, the term “Inventions” means any and all inventions, technological innovations, modifications, discoveries, designs, developments, improvements, processes, programs, formulas, data, techniques, methods, know-how, ideas, creations, secrets and any other intellectual property rights whatsoever including any and all interests (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) and improvements to all such properties that Ernst (either alone or with others) possessed and/or has made, conceived, discovered, created, developed, invented, produced, or reduced to practice or possession that (i) in case of any of the foregoing, relate to or are used or to be used in connection with the Business or any of the products or services being developed, provided or sold (or to be developed, provided or sold) by the Company and (ii) was made, conceived, discovered, created, developed, invented, produced, or reduced to practice or possession after December 31, 2007, in the case of inventions by Ernst, and after January 31, 2008, in the case of any co-inventors who are also Other Members. Ernst covenants that, when requested following the Closing, he will, without charge to the Company, its successors and assigns, but without out-of-pocket expense to him, execute all documents and take all such further actions as may be reasonably necessary, desirable or convenient to enable the Company and its successors and assigns to obtain, maintain and enforce, in any and all countries, its intellectual property rights and interests in the matters herein assigned to the Company.
Intellectual Property Transfers. (a) On or prior to the Closing Date, ASTIHL shall verify that STI owns, and/or shall transfer to STI, all right, title and interest in and to, all Intellectual Property necessary to or used in the manufacture, use or sale of the products of the Wafer Inspection Business to the satisfaction of August (such Intellectual Property shall include that listed on Schedule 3.1C), and shall enter into such agreements satisfactory to August including, but not limited to, that certain License Agreement attached hereto as Exhibit 5.7(a) (the "License Agreement") that shall cause ASTIHL and Affiliates to transfer to STI all right, title and interest in and to all Intellectual Property necessary to or useful to or used in the manufacture, use or sale of the products of the Wafer Inspection Business.
(b) With respect to the certain trademarks, ASTIHL and Affiliates or such entity as shall be appropriate, shall grant to August on or prior to the Closing Date a worldwide, royalty free license to use such trademarks for a period of two (2) years following the Closing Date on terms acceptable to the parties as set forth in the License Agreement.
Intellectual Property Transfers. Prior to the Closing, the Sellers or their Affiliates, as applicable, and the applicable members of the Company Group shall execute assignments, in a form reasonably satisfactory to the Sellers and the Trident Investors, conveying Intellectual Property set forth on Schedule 3.2.9 that is not currently in the name of any member of the Company Group, to the applicable member of the Company Group.
Intellectual Property Transfers. (a) On or prior to the Closing Date, ASTIHL shall verify that STI owns, and/or shall transfer to STI, all right, title and interest in and to, all Intellectual Property necessary to or used in the manufacture, use or sale of the products of the Wafer Inspection Business to the satisfaction of August (such Intellectual Property shall include that listed on SCHEDULE 3.1C), and shall enter into such agreements satisfactory to August including, but not limited to, that certain License and Noncompetition Agreement attached hereto as EXHIBIT 5.7(A) (the "License Agreement") that shall cause ASTIHL and Affiliates to transfer to STI all right, title and interest in and to all Intellectual Property necessary to or useful to or used in the manufacture, use or sale of the products of the Business.
(b) With respect to the Die Sort Business, on or prior to the Closing, ASTIHL shall enter into that certain Die Sort OEM Agreement attached hereto as EXHIBIT 5.7(B) (the "Die Sort OEM Agreement").
(c) With respect to the certain trademarks, ASTIHL and Affiliates or such entity as shall be appropriate, shall grant to August on or prior to the Closing Date a worldwide, royalty free license to use such trademarks for a period of two (2) years following the Closing Date on terms acceptable to the parties as set forth in the License Agreement.
Intellectual Property Transfers. The Company shall use its commercially reasonable efforts to obtain licenses for certain technology (i) previously identified by the Company to Parent as desirable to the Company's business and (ii) currently owned by third parties, and the Company shall cooperate with Parent in negotiating the terms of such licenses. Further, the Company shall not enter into such license agreements without the prior written consent of Parent.
Intellectual Property Transfers. The Sellers shall prepare, file and record such agreements or other transfer documentation required to transfer the Sarxx Xxxxxxxx Xxtellectual Property to Dial pursuant to the Reorganization. The Sellers shall also prepare, but the Purchaser shall be responsible for filing and recording, all necessary transfer documentation required to transfer the Sarxx Xxxxxxxx Xxtellectual Property and the Frexxxx Xxtellectual Property to the Purchaser.
