Ownership Free and Clear. The Company Entities exclusively own all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company Entities, as identified in Part 2.9(c) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.9(d) of the Company Disclosure Schedule). Without limiting the generality of the foregoing:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Specialized Health Products International Inc), Agreement and Plan of Merger and Reorganization (Med-Design Corp)
Ownership Free and Clear. The Company Entities exclusively own owns all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company EntitiesCompany, as identified in Part 2.9(c2.9(b) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than Permitted Encumbrances and licenses and rights granted pursuant to the Contracts identified in Part 2.9(d2.9(c) of the Company Disclosure Schedule). Without limiting the generality of the foregoing:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.)
Ownership Free and Clear. The Company Entities exclusively own owns all right, title, title and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company Entitiespursuant to exclusive licenses, as identified in Part 2.9(c2.10(c) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than Permitted Liens and nonexclusive licenses and rights granted pursuant to the Contracts identified listed in Part 2.9(d2.10(c) or 2.10(d) of the Company Disclosure ScheduleSchedule or otherwise not required to be so listed under the provisions of this Agreement). Without limiting the generality of the foregoing:
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Ownership Free and Clear. The Company Entities exclusively own owns all right, title, title and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company Entities, as identified in Part 2.9(c2.10(c) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than Permitted Liens and non-exclusive licenses and rights granted pursuant to the Contracts identified listed in Part 2.9(d2.10(d) of the Disclosure Schedule or software license or system purchase agreements entered into by Company Disclosure Schedulewith customers in the regular course of business). Without limiting the generality of the foregoing:
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Ownership Free and Clear. The Company Entities exclusively own owns all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company EntitiesCompany, as identified in Part 2.9(c) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.9(d) of the Company Disclosure Schedule and other than the obligations identified in Part 2.9(e) of the Disclosure Schedule). Without limiting the generality of the foregoing:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Patient Infosystems Inc)
Ownership Free and Clear. The Company Entities exclusively own owns all right, title, title and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company EntitiesCompany, as identified in Part 2.9(c2.10(b) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than nonexclusive licenses and rights granted pursuant to the Contracts identified listed in Part 2.9(d2.10(c) of the Company Disclosure Schedule). Without limiting the generality of the foregoing:
Appears in 1 contract
Samples: Agreement of Merger (Oclaro, Inc.)
Ownership Free and Clear. The Company Entities exclusively own owns all right, title, title and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company EntitiesCompany, as identified in Part 2.9(c2.10(b) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.9(d) of the Company Disclosure Schedule)Encumbrances. Without limiting the generality of the foregoing:
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Ownership Free and Clear. The Company Entities exclusively own owns all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company EntitiesCompany, as identified in Part 2.9(cSection 3.12(b) of the Company Disclosure Schedule) free and clear clear, to the Company’s Knowledge, of any Encumbrances Security Interests (other than licenses and rights granted pursuant to the Contracts identified listed in Part 2.9(d) of the Company Disclosure ScheduleSchedule 3.12(c)). Without limiting the generality of the foregoing:
Appears in 1 contract
Ownership Free and Clear. The Company Entities exclusively own owns all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company EntitiesCompany, as identified in Part 2.9(cSection 2.12(c) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.9(dSection 2.12(d) of the Company Disclosure Schedule). Without limiting the generality of the foregoing:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fusion Acquisition Corp.)
Ownership Free and Clear. The Company Entities and its Subsidiaries exclusively own all rightrights, title, title and interest to and in the Company IP (other than Intellectual Property or Intellectual Property Rights exclusively licensed to the Company EntitiesCompany, as identified in Part 2.9(c4.8(b) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.9(d) of the Company Disclosure Schedule)Encumbrances. Without limiting the generality of the foregoing:
Appears in 1 contract
Samples: Share Purchase Agreement (Zynga Inc)
Ownership Free and Clear. The Except as set forth in Part 2.12(g) of the Company Entities Disclosure Schedule, the Company exclusively own owns all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company EntitiesCompany, as identified in Part 2.9(c2.12(c) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.9(d2.12(d) of the Company Disclosure Schedule). Without limiting the generality of the foregoing:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Broadsoft Inc)
Ownership Free and Clear. The Company Entities exclusively own owns all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company EntitiesCompany, as identified in Part 2.9(c2.9(b)(i) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive licenses and rights granted pursuant to the Contracts identified listed in Part 2.9(d2.9(a)(iv) of the Company Disclosure Schedule). Without limiting the generality of the foregoing:
Appears in 1 contract
Ownership Free and Clear. The Company Entities exclusively own owns all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company EntitiesCompany, as identified in Part 2.9(c2.10(c) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.9(d2.10(d) of the Company Disclosure Schedule). Without limiting the generality of the foregoing:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Newlink Genetics Corp)