Seller Intellectual Property. (a) Sellers’s rights to any Seller Intellectual Property transferred to Purchaser shall be governed by the Seller License. If Seller or any assignee of Seller owns or has any right or interest in any Seller Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, Seller (i) shall provide Purchaser with a reasonably detailed list of all such Seller Intellectual Property; (ii) shall use its reasonable efforts to cause the assignment as promptly as practicable after the Closing and (iii) hereby grants or shall cause to be granted to Purchaser, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable and exclusive license to Exercise All Rights in and to such Seller Intellectual Property.
(b) If Purchaser is unable to enforce Seller Intellectual Property Rights transferred to it hereunder against a third party as a result of any Legal Requirement that prohibits enforcement of such rights by a transferee of such rights, Seller agrees to assign, to the extent legally practicable, to Purchaser such rights as may be required by Purchaser to enforce its Intellectual Property Rights in its own name.
(c) Seller shall, promptly following the Closing, use reasonable efforts to procure that all Encumbrances on any Seller Registered Intellectual Property, which Encumbrances were in existence prior to the Closing Date, are released and cleared from the record of each such Seller Registered Intellectual Property. In the event that Seller is unable to procure the release and clearance of any such Encumbrance on any Seller Registered Intellectual Property, Seller shall indemnify, defend and hold harmless Purchaser from and against any and all Purchaser Damages arising out of any claim against Purchaser seeking to enforce such Encumbrance, subject to Section 11.4 and Section 11.6.
Seller Intellectual Property. (a) Unless specifically permitted in the Transaction Documents, Seller agrees that, from and after the Closing Date, it shall not, and it shall cause its Subsidiaries and its and their Representatives not to, retain (other than as retained through automated retention or backup processes) or use any copy of any of the Seller Assigned Intellectual Property. Without limitation of Section 5.5 (Further Actions), if any of the Seller Parties (or any assignee or successor of the Seller Parties) retains any right or interest in any Seller Assigned Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, each of the Seller Parties hereby grants, on behalf of itself and its successors and assigns (and agrees to so grant or cause to be so granted) to Purchaser, effective as of the Closing, a perpetual, irrevocable, royalty free and fully paid-up, transferable, sublicensable (through multiple levels), exclusive, worldwide right and license to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise use and exploit, and exercise and practice all rights under, all or any portion of such Seller Assigned Intellectual Property.
(b) If Purchaser is unable to enforce any of the Seller Assigned Intellectual Property against a third party as a result of any Applicable Law that prohibits enforcement of such rights by a transferee of such rights, at Purchaser’s request and subject to the applicable Seller Party’s consent (such consent not to be unreasonably withheld) the Seller Party shall initiate or join proceedings against such third party. Purchaser shall control such proceedings and shall be responsible for the costs and expenses of such proceedings (including the Seller Party’s reasonable out-of-pocket costs incurred in participating in such proceedings at Purchaser’s request).
(c) Without limitation of Section 5.5 (Further Actions), to the extent any disclosures, elections, and/or notices are required by applicable regulations and contract terms to protect ownership of inventions developed, conceived or first actually reduced to practice under Government Contracts related to the Assigned Patents or Assigned Technology (including where the creation of the invention was in progress at the time of the Closing but where the initial disclosures, elections, and/or notices were not yet required), Seller shall, and ...
Seller Intellectual Property. (a) Except as contemplated by this Agreement and the Transaction Agreements, Sellers agree that, from and after the Closing Date, they shall not, and they shall cause their respective Representatives not to, use any of the Seller Intellectual Property. If Sellers or any assignee of Sellers owns or has any right or interest in any Seller Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, Sellers shall grant or cause to be granted to Purchaser, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable, and exclusive license to Exercise All Rights in and to such Seller Intellectual Property.
(b) If Purchaser is unable to enforce its Intellectual Property Rights against a third party as a result of any Legal Requirement that prohibits enforcement of such rights by a transferee of such rights, Sellers agree to assign to Purchaser such rights as may be required by Purchaser to enforce its Intellectual Property Rights in its own name. If such assignment still does not permit Purchaser to enforce its Intellectual Property Rights against the third party, Sellers agree to initiate proceedings against such third party in the applicable Seller’s name; provided, however, that Purchaser shall be entitled to participate in such proceedings; and provided further that Purchaser shall be responsible for the costs and expenses of such proceedings.
Seller Intellectual Property. Any software, development tools, know-how, methodologies, processes, technologies or algorithms or any other Intellectual Property owned by Seller or any of its Affiliates and which may during the Term be operated or used by Seller or its Affiliates in connection with the performance of the Transition Services hereunder, will remain Seller’s or its Affiliate’s property and neither Buyer nor any Affiliate of Buyer will have any rights or interests therein.
Seller Intellectual Property. Following the Closing, Purchaser shall take all actions necessary to ensure that neither Purchaser, the Company nor any of their respective Affiliates or Representatives use the Seller Marks at any time for any reason. All links between any domain name included within the assets of the Company and any domain names of Seller or any of its Affiliates shall be removed promptly after the Closing. After the Closing, Purchaser shall cooperate with Seller in taking all actions necessary to complete these actions.
Seller Intellectual Property. (a) Section 3.21(a) of the Disclosure Schedule identifies: (i) each item of Registered IP in which the Company or any Subsidiary has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person, or otherwise); (ii) owner(s) thereof, registration, issuance, grant, serial, and application or other identifying number, filing, registration, issuance, grant, renewal, and expiration date, and title, as applicable; and (iii) any other Person that has an ownership interest in such item of Registered IP and the nature of such ownership interest. Section 3.21(a) of the Disclosure Schedule describes each filing, payment, and action that must be made or taken on or before the date that is 120 days after the date of this Agreement in order to file, prosecute and maintain each such item of Registered IP (“Required Actions”). The Company has taken all action necessary to file, prosecute and maintain all Registered IP in full force and effect as of the date hereof and all Patent Rights included in the Registered IP are valid. No Registered IP is or has been involved in any inventorship challenge, interference, opposition, reissue, reexamination, revocation, or equivalent proceeding, in which the scope, validity or enforceability of any Registered IP listed on Section 3.21(a) of the Disclosure Schedule is being or has been contested or challenged, or the Company’s or any Subsidiary’s ownership or right to exploit is being contested or challenged, and to the Company’s Knowledge, no such proceeding has been threatened with respect to any Registered IP.
(b) The Company or a Seller Subsidiary has good, valid, unexpired and enforceable title (free and clear of all Encumbrances) to all Purchased Intellectual Property
Seller Intellectual Property. From and after the Closing Date, any and all licenses or grant of rights previously made by Seller or its Affiliates in and to the Seller Intellectual Property in favor of the Company are hereby terminated in their entirety. From and after the Closing Date, Purchaser and its Affiliates shall not, and shall not permit the Company to, use any Seller Intellectual Property unless Seller or its Affiliates expressly grant a license, in writing, to Purchaser or its Affiliates to use any such Seller Intellectual Property. Seller and its Affiliates reserve all rights in the Seller Intellectual Property and nothing in this Agreement shall be construed as a license or grant of right of any kind by Seller or its Affiliates with respect to the Seller Intellectual Property unless so expressly provided herein. On the Closing Date, Purchaser and its Affiliates shall immediately remove all references to “MedMen” or other Seller Intellectual Property in the signage used by the Company, including, without limitation, any references to “MedMen” or other Seller Intellectual Property on the websites of the Company, and shall not otherwise in any way indicate any affiliation with Seller or its Affiliates unless pursuant to a written agreement between Seller or its Affiliates, on the one hand, and Purchaser and the Company and their respective Affiliates, on the other hand. Seller shall be liable and shall indemnify the Company if the Company’s use of Seller Intellectual Property prior to the Closing Date infringes on any Person’s intellectual property or proprietary information.
Seller Intellectual Property. (a) Except as specifically provided in the Transitional Trademark Licensing Agreement, the IP Licensing Agreement, the IP Transfer Agreement, or the Transition Services Agreement, Purchaser acknowledges and agrees that none of Purchaser or its Affiliates is purchasing, acquiring, receiving a license to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by the Selling Entities or any of their respective Affiliates, including the Selling Entity Names.
(b) Except as specifically provided in the Transitional Trademark Licensing Agreement, the IP Licensing Agreement, the IP Transfer Agreement, or the Transition Services Agreement, as of and following the Closing, Purchaser shall, and shall cause its Affiliates to, cease and discontinue promptly after the Closing any and all uses of any and all Intellectual Property owned or licensed by the Selling Entities or any of their respective Affiliates, including any Selling Entity Names. Except as specifically provided in the Transitional Trademark Licensing Agreement, the IP Licensing Agreement, the IP Transfer Agreement or the Transition Services Agreement, Purchaser agrees that, as of and following the Closing, none of Purchaser nor any of its Affiliates shall have any right, title or interest in, or any authority or license to use or allow others to use in any manner whatsoever, any Intellectual Property owned or licensed by the Selling Entities or their respective Affiliates, and any such right, title, interest, authority, license or sublicense or other arrangement relating thereto (whether written or oral) existing prior to the Closing, shall automatically terminate simultaneously with and effective as of the Closing.
Seller Intellectual Property. Buyer will acquire no right or interest in the Seller Intellectual Property, except for any license expressly granted herein or by separate agreement between the Parties. Seller agrees the term Seller Intellectual Property, as used in these Master Terms, will not include any of Buyer's Confidential Information, the Deliverables (defined below), or Buyer's tangible or intangible property and Seller will have no ownership rights in such property.
Seller Intellectual Property. The Seller Registered IP, the Seller-Developed IP and the Third-Party Software, together with any other Proprietary Rights owned or purported to be owned by any Seller Party member or SFFI and Relating to the RFG Business are collectively referred to as the “Seller Intellectual Property.” Except as set forth on the relevant Section of the Disclosure Schedules associated with such Sections or as set forth in Schedule 4.27(d), Seller is the sole and exclusive owner of, and has good and valid title to (free and clear of all Encumbrances, other than Permitted Encumbrances), or has a valid and enforceable license to use all Seller Intellectual Property.
