Purchased Intellectual Property. Except as expressly provided in this Agreement or in any other Transaction Document, (a) Seller has no right to use any of the Purchased Intellectual Property from and after the Closing and (b) Buyer has no right to use any of the Retained Intellectual Property from and after the Closing. Effective as of the Closing, except for the rights expressly provided in the Transaction Documents, any and all rights and/or licenses (whether express or implied) of Seller or any of its Affiliates arising from or related to any of the Purchased Intellectual Property are hereby terminated.
Purchased Intellectual Property. Seller shall execute, acknowledge and deliver to Acquisition Sub all necessary additional assignment documents for the Purchased Intellectual Property. Seller shall not be responsible for the payment of recordation or registration fees or the fees of Acquisition Sub's attorneys in connection with making such recordations or registrations.
Purchased Intellectual Property. Prior to, at or after the Closing until such time that the last-to-survive enforcement-related or protection-related provision in any Contract between Seller (or its assignee, transferee or delegate) and a Person (other than Purchaser) that relates to any of the Purchased Intellectual Property has terminated or expired, Seller shall do such acts and things, as reasonably requested by Purchaser from time to time to (a) enforce and protect, at Seller’s sole cost and expense, all of the rights and obligations of Seller (or its assignee, transferee or delegate) relating to any of the Purchased Intellectual Property (which enforcement shall not include initiating an Action for infringement) and (b) enforce and protect any of Purchaser’s rights with respect to any of the Purchased Intellectual Property (where any of such Purchased Intellectual Property is governed by a Contract between Seller (or its assignee, transferee or delegate) and a Person (other than Purchaser)); provided, that, with respect to clause (b), to the extent that Seller is required to initiate an Action for infringement on Purchaser’s behalf under any such Contract, Purchaser shall reimburse the reasonable expenses of external counsel in initiating any such Action. Seller shall not, without Purchaser’s prior written consent, (x) amend, restate or renew any Contract that relates to any of the Purchased Intellectual Property, (y) assign or transfer, in whole or in part, any Contract that relates to any of the Purchased Intellectual Property to a Person (other than Purchaser) or (z) enter into any Contract that relates to any of the Purchased Intellectual Property.
Purchased Intellectual Property. All trademarks, trade names, applications to register trademarks or trade names, licenses, patents, patent applications, copyrights and copyright applications, and other similar rights used in the Business, including, without limitation, those listed in Schedule 1.8 attached hereto (hereinafter collectively called the "Purchased Intellectual Property") and all rights to xxx for infringement or other violations of the Purchased Rights or the Purchased Intellectual Property.
Purchased Intellectual Property. (a) Schedule 5.4(a) sets forth a true, correct and complete list of all Purchased Intellectual Property that is registered or for which an application for registration is pending (together with the country, title and registration or application number as applicable) and all material unregistered Marks. Except as disclosed on Schedule 5.4(a), to the knowledge of Seller, except as would not have a Material Adverse Effect, (i) Seller owns all right, title and interest in and to the Purchased Intellectual Property, (ii) the registered Purchased Intellectual Property is subsisting, valid, enforceable and all renewal or maintenance fees and related filings have been duly made (except where Seller in good faith decided to abandon non-material registered Purchased Intellectual Property), and (iii) the Purchased Intellectual Property constitutes all of the intellectual property rights necessary for Seller to operate the Business as it is presently conducted.
Purchased Intellectual Property. The term "Purchased Intellectual Property" means patents, patent applications, utility model registrations, design patents, registered or unregistered trademarks, trade secrets and know-how owned by 3M on the Closing Date that directly and solely relate to the Business as conducted on the Closing Date, with such products being listed in Schedule 1.04, but excluding components and materials supplied to the Business by other businesses of 3M.
Purchased Intellectual Property. (a) One or more of the Sellers own the Purchased Intellectual Property and have valid rights in and to assign, transfer and convey all rights, title and interest associated therewith pursuant to this Agreement., On the Closing Date, Buyer will own all rights, title and interest in and to the Purchased Intellectual Property, including all rights to use, reproduce, publish, distribute, transmit, perform, display, and create derivative works of, as applicable, such Purchased Intellectual Property as was used in Sellers’ conduct of their businesses in the ordinary course, in each case, free and clear of all Encumbrances, subject to Section 8.5 hereof.
Purchased Intellectual Property. Subject to the terms and conditions hereof, 3M agrees to sell, assign, transfer and convey to Linvatec, and Linvatec agrees to purchase and acquire from 3M, at the Closing on the Closing Date, all of 3M's right, title and interest, if any, immediately before the effective time of the Closing in and to the following assets:
Purchased Intellectual Property. (A) Except as set forth on §4(m) of the Disclosure Schedule, Jxxxxx Xxxxxxxxx owns all rights, title, and interest in and to each and every item of the Purchased Intellectual Property, free and clear of any restrictions on transfer, ownership or license or other rights of any third party (including, without limitation, marital rights and interests) (except in favor of the Company or its Subsidiaries), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Jxxxxx Xxxxxxxxx is not a party to any option, warrant, purchase right, or other contract or commitment that could require him to sell, transfer or otherwise dispose of any of the Purchased Intellectual Property (other than this Agreement). Each item of Purchased Intellectual Property owned or used by Jxxxxx Xxxxxxxxx immediately prior to the Closing will be owned or available for use by the Buyer to the same extent and on identical terms and conditions immediately subsequent to the Closing. Except as set forth on §4(m) of the Disclosure Schedule, each current and former employee or contractor of Jxxxxx Xxxxxxxxx who has worked on, created, developed, or is or was involved in or has assisted with or contributed to the creation or development of, any Purchased Intellectual Property has executed and delivered to Jxxxxx Xxxxxxxxx an agreement (containing no exceptions to or exclusions from the scope of its coverage) assigning to Jxxxxx Xxxxxxxxx all of such employee’s or contractor’s rights, title, and interest in and to any such Purchased Intellectual Property. Except as set forth on §4(m) of the Disclosure Schedule, each such employee or contractor, and any other employee or contractor who has received or to whom was disclosed any trade secrets or other confidential information that is part of any Purchased Intellectual Property, has executed and delivered to Jxxxxx Xxxxxxxxx an agreement agreeing to keep confidential and not disclose, or use for any purpose other than as permitted by Jxxxxx Xxxxxxxxx, any such trade secrets or other confidential information.
Purchased Intellectual Property. Section 12.01-1(i) Seller Leased Real Property Section 12.01-1(j) Real Estate Contracts PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”), dated as of September 5, 2006, is by and between MXXXXXX LXXXX BANK & TRUST CO., FSB, a federal savings bank (“Purchaser”), and NATIONAL CITY BANK, a national banking association (“Seller”).
