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: Merger Agreement (Med-Design Corp), Merger Agreement (Specialized Health Products International 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) 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: Merger Agreement (Poseida Therapeutics, Inc.), Merger Agreement (Poseida Therapeutics, 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(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: Merger Agreement (Cavium, Inc.), Merger Agreement (St. Bernard Software, 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: Merger Agreement (Broadsoft Inc)
Ownership Free and Clear. The Except as set forth on Part 2.14(g) of the Disclosure Schedule, 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(c2.14(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(d2.14(d) 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(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
Ownership Free and Clear. The Company Entities and each Company Subsidiary exclusively own owns all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company Entitiesor such Company Subsidiary, as identified in Part 2.9(c) of the Company Disclosure ScheduleSchedule 4.13(c)) free and clear of any Encumbrances Liens (other than Permitted Liens or licenses and rights granted pursuant to the Contracts identified in Part 2.9(d) of the Company Disclosure ScheduleSchedule 4.13(d)). Without limiting the generality of the foregoing:
Appears in 1 contract
Samples: Merger Agreement (Enernoc Inc)
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 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
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
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
Samples: Merger Agreement (Ipass 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(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
Samples: Merger Agreement (MoSys, 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 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(d2.12(d) 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, title and interest to and in the Company Business 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 Liens (other than licenses and rights granted pursuant to the Business IP Contracts identified in Part 2.9(dSection 3.12(d) of the Company Disclosure Schedule). Without limiting the generality of the foregoing:
Appears in 1 contract
Samples: Merger Agreement (TigerLogic CORP)