Purchase and Sale of Intellectual Property. The Parent and the Corporation agree that, for a purchase price of $1.00, the Parent shall acquire from the Corporation all of the Corporation’s right, title and interest in and to the name "Racino Royale, Inc." or substantially similar names and all of the Corporation’s right, title and interest in and to the "Racino Royale, Inc." URL (the URL and the name "Racino Royale, Inc." being, collectively, the "IntellectualProperty"). The Purchaser and the Vendor acknowledge and agree that the Parent has bought the Intellectual Property and the Purchaser agrees to, on or before the six month anniversary date of this Agreement, use its best efforts to cause the Corporation to change its name, through shareholder vote, merger or directors vote (as a Nevada corporation) from Racino Royale, Inc. to such other name as the Purchaser may deem appropriate.
Purchase and Sale of Intellectual Property. On and subject to the terms and conditions of this Agreement, Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, all of Seller’s right, title and interest in and to the Intellectual Property, free and clear of any security interest, lien, charge, option, claim or other encumbrance (each, a “Lien”).
Purchase and Sale of Intellectual Property. Upon the terms and conditions herein set forth, O’Brien hereby agrees to sell, convey, transfer, assign, grant and deliver to Purchaser, and Purchaser hereby agrees to purchase, acquire and accept from O’Brien at the Closing (as hereinafter defined) all of O’Brien’s right, title and interest in and to the Intellectual Property, free and clear of all liabilities, obligations, pledges, security interests, liens, defenses, contractual commitments, claims, setoffs, equities or other encumbrances or charges (collectively “Encumbrances”) other than as expressly set forth herein. The Intellectual Property include, without limitation, all of O’Brien’s right, title and interest in and to the intellectual property described in Section 8 below and on Exhibit F attached hereto.
Purchase and Sale of Intellectual Property. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, and convey to Buyer, and Buyer shall purchase, acquire and accept from Seller, all right, title, and interest in and to the following (collectively, “Assigned Assets”), together with the goodwill of the business associated therewith and symbolized thereby: The trademarks, service marks, brands, certification marks, logos, trade dress, trade names, domain names, social media accounts and other similar indicia of source or origin (“Trademarks”) listed on Schedule A hereto, together with all common law uses thereof, translations, adaptations, derivations, abbreviations, acronyms and combinations thereof, and all registrations, applications for registration, and renewals of any of the foregoing (collectively, “Assigned Marks”) provided that upon transfer of the Assigned Marks, the Parties enter into the Grantback License Agreement attached hereto as Exhibit 5 (the “Grantback License”); U.S. Patent for “System, Method, and Computer Program Product For Automatically Managing Periodic Debt Payments and Savings Contributions,” Patent No. US 11,138,577 B2 (the “Assigned Patent”) and as listed on Schedule B; U.S. Copyright for “XWC-Elite [insurance policy],” namely Copyright Reg. No. TX0004955206, and all the copyright rights therein, whether registered or unregistered, arising under any applicable law of any jurisdiction throughout the world or any treaty or other international convention, together with all registrations and applications for registration thereof and all issuances, extensions, and renewals of such registrations and applications (collectively, “Assigned Copyright”) and as listed on Schedule C; The Seller Investments’ Corebridge-Related Software Applications that were internally-developed by Seller, and all the copyright rights therein, whether registered or unregistered, arising under any applicable law of any jurisdiction throughout the world or any treaty or other international convention, together with all registrations and applications for registration thereof and all issuances, extensions, and renewals of such registrations and applications (collectively, “Assigned Software”) that may be scheduled or not scheduled on Schedule D hereto; All claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and oth...
Purchase and Sale of Intellectual Property. Upon the terms and subject to the conditions of the IP Assignment Agreements, on the Closing Date, DuPont shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from DuPont, all of DuPont's right, title and interest in and to the DPC IP.
Purchase and Sale of Intellectual Property. Subject to the terms and conditions of this Agreement, for the consideration set forth in Section 1.3, at the Closing Parent shall, or shall cause Textron Innovations Inc. ("TII"), its indirect Subsidiary, or any other applicable direct or indirect Subsidiary of Parent that owns, licenses or has an interest in any of the FS Intellectual Property identified in Section 1.2 of the Disclosure Schedule which, as of the date hereof, is owned by TII or any other applicable direct or indirect Subsidiary of Parent (the "Assigned Intellectual Property") to sell, transfer, convey, assign and deliver to Purchaser or, at the request of Purchaser to a Designated Purchaser Subsidiary, (i) the Assigned Intellectual Property and (ii) all Assumed Intellectual Property Contracts to the extent Parent or a Non-FS Subsidiary is a party thereto.
Purchase and Sale of Intellectual Property. On the terms and subject to the conditions of this Agreement, at the Closing Willamette will purchase from Medite and Medite will sell and transfer, or cause its Subsidiaries, other than the members of MIH Group, to transfer to Willamette all Intellectual Property owned by Medite and its Subsidiaries ((i) except to the extent owned by the members of MIH Group; (ii) except for Medite's rights as licensee under the Nonexclusive Patent License Agreement effective as of January 1, 1989, between Celotex Corporation and Medite; and (iii) except for Medite's rights as licensee under the License and Purchase Agreement dated August 25, 1983, between Medite (formerly known as Medford Corporation) and AKA Industriprodukter AB), by assignment in the form of Exhibit E attached hereto and incorporated herein by this reference (the "Assignment"). The rights and interest of Willamette in the Intellectual Property identified in the Assignment shall be subject to Medite's contemporaneous reservation of rights of a license to use certain of such Intellectual Property in form and substance acceptable to Medite and Willamette (the "License"), which License shall be an exhibit to the Assignment. Willamette will execute and deliver a counterpart of the Assignment and the License to Medite.
Purchase and Sale of Intellectual Property. Upon consummation of the Agreement,
(1.1) Subject to the terms of this Agreement, Xxxxxxx shall purchase and/or acquire, and Seller shall sell and transfer, all of Seller’s right, title and interest in and to the AIP, including all: (i) software related to the AIP RFID tracking system; (ii) two (2) AIP Kiosks; (iii) Trademark Registration number 4,521,689 (Apr 29, 2014) for the Annihilyzer ®; (iv) US Utility Application number US 14/305,865(Material Tracking System); (v) Provisional Application Number: 62/412,549 received by the United States Patent Office on or about October 25, 2016 (Material Tracking System); (vi) Canadian Patent Application No. 2,915,815 filed with the Canadian Intellectual Property Office, (vii) all of the knowhow and processes involved with the operation of the AIP system; and (viii) all goodwill and market knowledge concerning the AIP.
(1.2) At Closing, Xxxxxxx shall: (i) issue and deliver to Annihilyzer, Inc., a total of 1,500,000 shares of common stock of Xxxxxxx (referred to herein as “Seller’s Shares”), and in addition (ii) deliver to Seller in ready funds the amount of $750,000.00. The foregoing shall collectively represent the total consideration for this Agreement (the “Purchase Price”).
(1.3) At Closing, Seller shall execute and deliver to Xxxxxxx, a mutually acceptable assignment of all their right, title and interest in the AIP (the “AIP Assignment”). A copy of the AIP Assignment is attached hereto as Schedule 1.3.
Purchase and Sale of Intellectual Property. Subject to the terms and conditions set forth herein, Seller hereby irrevocably sells, assigns, transfers, and conveys to Buyer, and Buyer hereby accepts, all right, title, and interest in and to the following (collectively, “Acquired Rights”):
(a) the patents listed in Schedule 1 and all continuations, continuations-in- part, divisionals, extensions, substitutions, reissues, re-examinations, and renewals of any of the foregoing (“Patents”), and any other patents from which any Patents claim a benefit or priority or that claim a benefit or priority from any Patents, and all inventions disclosed in any of the foregoing (collectively “Acquired Patents”);
(b) all licenses and similar contractual rights or permissions, whether exclusive or nonexclusive, related to any of the Acquired Patents;
(c) all trade secrets, business plans, marketing materials, government submission, proprietary information, know-how, technical information, software and source code, press releases, awards, and all good will, related to any and all of the inventions and/or technology disclosed in any of the Acquired Patents, including, but not limited to, as described in documents of Exhibit A
(d) all royalties, fees, income, payments, and other proceeds now or hereafter due or payable to Seller with respect to any of the foregoing;
(e) all claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, misappropriation, violation, breach, or default; and
(f) all other rights, privileges, and protections of any kind whatsoever of Seller accruing under any of the foregoing provided by any applicable law, treaty, or other international convention throughout the world.
Purchase and Sale of Intellectual Property. Subject to the terms and conditions of this Agreement, on and as of the Closing Date, Seller shall sell, transfer, assign and deliver and Buyer shall purchase and accept the Intellectual Property. Seller shall at the Closing execute and deliver documents evidencing such sale, assignment and transfer of the Intellectual Property in form and substance reasonably satisfactory to both parties.
