Common use of No Assistance Clause in Contracts

No Assistance. At no time during the conception of or reduction to practice of any of the material Company-Owned Intellectual Property was the Company or any of its Subsidiaries (i) operating under any grants related to such Company-Owned Intellectual Property from any Governmental Entity or agency, or from any university, college, other educational institution military, multi-national, bi-national or international organization or research center (each an “R&D Sponsor”), or (ii) performing (directly or indirectly) research sponsored by any R&D Sponsor. No R&D Sponsor has any claim of right to ownership of, or other Encumbrance on, any Company-Owned Intellectual Property.

Appears in 3 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement, Share Purchase Agreement (Nvidia Corp)

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No Assistance. At no time during the conception of or reduction to practice of any of the material Company-Owned Intellectual Property was the Company, any Subsidiary or to the knowledge of the Company any developer, inventor or any of its Subsidiaries (i) operating under any grants related other contributor to such Company-Owned Intellectual Property operating under any grants from any Governmental Entity or agencyagency or private source, or from any university, college, other educational institution military, multi-national, bi-national or international organization or research center (each an “R&D Sponsor”), or (ii) performing (directly or indirectly) research sponsored by any R&D Sponsor. No R&D Sponsor has Governmental Entity or agency or private source or subject to any claim of right to ownership of, employment agreement or invention assignment or nondisclosure agreement or other Encumbrance on, obligation with any third party that could adversely affect the Company’s or any Subsidiary’s rights in such Company-Owned Intellectual Property.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Eventbrite, Inc.), Membership Interest Purchase Agreement (Pandora Media, Inc.), Agreement and Plan of Merger (Pandora Media, Inc.)

No Assistance. At no time during the conception of or reduction to practice of any of the material Company-Owned Intellectual Property was the Company or any of its Subsidiaries (i) operating under any grants related developer, inventor or other contributor to such Company-Owned Intellectual Property operating under any grants from any Governmental Entity or agencyagency or private source, or from any university, college, other educational institution military, multi-national, bi-national or international organization or research center (each an “R&D Sponsor”), or (ii) performing (directly or indirectly) research sponsored by any R&D Sponsor. No R&D Sponsor has Governmental Entity or agency or private source or subject to any claim of right to ownership of, employment agreement or invention assignment or nondisclosure agreement or other Encumbrance on, obligation with any third party that could adversely affect the Company’s rights in such Company-Owned Intellectual Property.

Appears in 3 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Marin Software Inc), Agreement and Plan of Merger (Rocket Fuel Inc.)

No Assistance. At no time during in the course of the conception of or reduction to practice of any of the material Company-Owned Intellectual Property was the Company Company, or any of its Subsidiaries (i) operating under any grants related developer, inventor or other contributor to such Company-Owned Intellectual Property operating under any grants from any Governmental Entity or agencyagency or private source, or from any university, college, other educational institution military, multi-national, bi-national or international organization or research center (each an “R&D Sponsor”), or (ii) performing (directly or indirectly) research sponsored by any R&D Sponsor. No R&D Sponsor has Governmental Entity or agency or private source or subject to any claim of right to ownership of, employment agreement or invention assignment or nondisclosure agreement or other Encumbrance onobligation with any third party, any in each case in a manner that could adversely affect the Company’s rights in such Company-Owned Intellectual Property.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Imperva Inc)

No Assistance. At no time during the development, conception of of, or reduction to practice of any of the material Company-Owned Company Intellectual Property was the applicable Acquired Company or, to the Knowledge of the Company, any developer, inventor or any of its Subsidiaries (i) other contributor to such Company Intellectual Property operating under any grants related to such Company-Owned Intellectual Property from any Governmental Entity or agencyEntity, or from any university, college, other educational institution military, multi-national, bi-national or international organization or research center (each an “R&D Sponsor”), or (ii) performing (directly or indirectly) research sponsored by any R&D Sponsor. No R&D Sponsor has any claim of right to ownership of, or other Encumbrance on, any Company-Owned Intellectual PropertyGovernmental Entity.

Appears in 2 contracts

Samples: Stock Purchase Agreement (CAESARS ENTERTAINMENT Corp), Stock Purchase Agreement (Caesars Acquisition Co)

No Assistance. At no time during the conception of or reduction to practice of any of the material Company-Owned Intellectual Property was the Company or any of its Subsidiaries (i) operating under any grants related developer, inventor or other contributor to such Company-Owned Intellectual Property operating under any grants from any Governmental Entity or agencyagency or private source, including universities or from any university, college, other educational institution militaryinstitution, multi-national, bi-national or international organization or research center (each an “R&D Sponsor”), or (ii) performing (directly or indirectly) research sponsored by any R&D Sponsor. No R&D Sponsor has Governmental Entity or agency or private source, including universities or any claim of right to ownership ofother educational institution, or subject to any employment agreement or invention assignment or nondisclosure agreement or other Encumbrance on, obligation with any third party that could adversely affect the Company’s rights in such Company-Owned Intellectual Property.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Marin Software Inc)

No Assistance. At no time during the conception of or reduction to practice of any of the material Company-Owned Intellectual Property was the Company or any of its Subsidiaries (i) operating under any grants related developer, inventor or other contributor to such Company-Owned Intellectual Property operating under any grants from any Governmental Entity or agencyRegulatory Authority or agency or private source, or from any university, college, other educational institution military, multi-national, bi-national or international organization or research center (each an “R&D Sponsor”), or (ii) performing (directly or indirectly) research sponsored by any R&D Sponsor. No R&D Sponsor has Governmental or Regulatory Authority or agency or private source or subject to any claim of right to ownership of, employment agreement or invention assignment or nondisclosure agreement or other Encumbrance on, obligation with any third party that could adversely affect the Company’s rights in such Company-Owned Intellectual Property.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Vocera Communications, Inc.)

No Assistance. At no time during the conception of or reduction to practice of any of the material Company-Owned Intellectual Property was the Company or any of its Subsidiaries (i) operating under Subsidiary or any grants related developer, inventor or other contributor to such Company-Owned Intellectual Property operating under any grants from any Governmental Entity or agencyagency or private source, or from any university, college, other educational institution military, multi-national, bi-national or international organization or research center (each an “R&D Sponsor”), or (ii) performing (directly or indirectly) research sponsored by any R&D Sponsor. No R&D Sponsor has Governmental Entity or agency or private source or subject to any claim of right to ownership of, employment agreement or invention assignment or nondisclosure agreement or other Encumbrance on, obligation with any third party that could adversely affect the Company’s or any Subsidiary’s rights in such Company-Owned Intellectual Property.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Facebook Inc)

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No Assistance. At no time during the conception of or reduction to practice of any of the material Company-Owned Intellectual Property was the an Acquired Company or any of its Subsidiaries (i) operating under any grants related developer, inventor or other contributor to such Company-Owned Intellectual Property Property, operating under any grants from any Governmental Entity or agencyagency or private source, or from any university, college, other educational institution military, multi-national, bi-national or international organization or research center (each an “R&D Sponsor”), or (ii) performing (directly or indirectly) research sponsored by any R&D Sponsor. No R&D Sponsor has Governmental Entity or agency or private source or subject to any claim of right to ownership of, employment agreement or invention assignment or nondisclosure agreement or other Encumbrance on, obligation with any third party that could adversely affect the Acquired Companies’ rights in such Company-Owned Intellectual Property.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applovin Corp)

No Assistance. At no time during the conception of or reduction to practice of any of the material Company-Owned Intellectual Property was the Company Company, any Subsidiary or any of its Subsidiaries (i) operating under any grants related developer, inventor or other contributor to such Company-Owned Intellectual Property operating under any grants from any Governmental Entity or agencyagency or private source, or from any university, college, other educational institution military, multi-national, bi-national or international organization or research center (each an “R&D Sponsor”), or (ii) performing (directly or indirectly) research sponsored by any R&D Sponsor. No R&D Sponsor has Governmental Entity or agency or private source or subject to any claim of right to ownership of, employment agreement or invention assignment or nondisclosure agreement or other Encumbrance on, obligation with any third party that could adversely affect the rights in such Company-Owned Intellectual PropertyProperty of the Company or the applicable Subsidiary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Model N, Inc.)

No Assistance. At To the knowledge of the Company, at no time during the conception of or reduction to practice of any of the material Company-Owned Intellectual Property Property, was the Company or any of its Subsidiaries (i) operating under any grants related developer, inventor or other contributor to such Company-Owned Intellectual Property operating under any grants from any Governmental Entity or agencyagency or private source, or from any university, college, other educational institution military, multi-national, bi-national or international organization or research center (each an “R&D Sponsor”), or (ii) performing (directly or indirectly) research sponsored by any R&D Sponsor. No R&D Sponsor has Governmental Entity or agency or private source or subject to any claim of right to ownership of, employment agreement or invention assignment or nondisclosure agreement or other Encumbrance on, obligation with any third party that could adversely affect the Company’s rights in such Company-Owned Intellectual Property.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Facebook Inc)

No Assistance. At no time during the development, conception of of, or reduction to practice of any of the material Company-Company Owned Intellectual Property was the Company or, to the Knowledge of the Company, any developer, inventor or any of its Subsidiaries (i) other contributor to such Company Owned Intellectual Property operating under any grants related to such Company-Owned Intellectual Property from any Governmental Entity or agencyAuthority, or from any university, college, other educational institution military, multi-national, bi-national or international organization or research center (each an “R&D Sponsor”), or (ii) performing (directly or indirectly) research sponsored by any R&D SponsorGovernmental Authority. No R&D Sponsor has any claim of right to ownership of, or other Encumbrance on, any Company-Owned Intellectual Property.(d)

Appears in 1 contract

Samples: Stock Purchase Agreement (Innovid Corp.)

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