Transfer of Business Intellectual Property Sample Clauses

Transfer of Business Intellectual Property. 1.1 Clause 2.2.1 of this Agreement shall operate as an immediate assignment to the Purchaser, on the NatWest Closing and the RBS Closing, as appropriate, of all Business Intellectual Property which is not the subject of a registration or application for registration. Any Business Intellectual Property (other than any domain name) which is registered or which is the subject of an application for registration shall be transferred to the Purchaser pursuant to a written assignment (including pursuant to paragraph 1.2 below).
Sample 1Sample 2
AutoNDA by SimpleDocs
Transfer of Business Intellectual Property. 1.1 The Seller shall procure that the patents and patent applications identified below shall be transferred to the Purchaser or its nominee at Closing by means of Patent Assignments in substantially the form set out in Part 2 of this Schedule 4. Note: Relevant patents and patent applications listed in Data Room.
Sample 1Sample 2
Transfer of Business Intellectual Property. 1.1 The Transferors shall procure that the registered trade marks identified below shall be transferred to the Purchaser or its nominee at Closing by means of Trade Xxxx Assignments in substantially the form set out in Part 4 of this Schedule 4, Proprietor Xxxx Jurisdiction Registration No. Status National Westminster Bank Plc CTM 0000000 Registered National Westminster Xxxx Xxx XXX 0000000 Registered National Westminster Bank Plc UK 0000000 Registered National Westminster Bank Plc UK 0000000 Registered National Westminster Bank Plc Streamline International UK 2340392A Registered National Westminster Bank Plc Streamline International UK 2340392B Registered National Westminster Xxxx Xxx XXX 0000000 Registered National Westminster Bank Plc STREAMLINE PRONTO UK 2439344A Registered Proprietor Xxxx Jurisdiction Registration No. Status National Westminster Bank Plc UK 2439344B Registered National Westminster Bank Plc STREAMLINE LITE STREAMLINELITE STREAMLINE-LITE UK 2372314 Registered National Westminster Bank Plc STREAMLINE PLUS STREAMLINEPLUS STREAMLINE-PLUS UK 2372600 Registered
Sample 1
Transfer of Business Intellectual Property. Prior to the Closing, each Seller shall take (or cause a one of its Subsidiaries to take) all actions necessary to properly record the registered and applied for Business Intellectual Property with the applicable intellectual property office to correct any and all chain-of-title errors and to formally identify the registered and applied for Business Intellectual Property in the name of the correct legal entity owner for such registered or applied for Business Intellectual Property; to the extent such action is not completed prior to the Closing, each Seller’s obligations pursuant to this Section 7.14 shall nevertheless continue until fully satisfied. Buyer shall be responsible for preparing and filing all instruments and documents necessary to effect the assignment of the Business Intellectual Property to Buyer and its Affiliates.
Sample 1
Transfer of Business Intellectual Property. Each Seller shall have used its commercially reasonable efforts prior to the Closing to have taken all actions necessary to properly record the registered and applied for Business Intellectual Property with the applicable intellectual property office to correct any and all chain-of-title errors and to formally identify the registered and applied for Business Intellectual Property in the name of the correct legal entity owner for such registered or applied for Business Intellectual Property; to the extent such action was not completed prior to the Closing, each Seller shall continue to use its commercially reasonable efforts to comply with its obligations pursuant to this Section 8.10 until fully satisfied. Without limiting the foregoing, with respect to any Patents included in the Business Intellectual Property which Sellers have instructed its applicable Representatives to cease maintaining prior to the date hereof, Sellers shall promptly, and in any event within ten (10) Business Days of the Closing Date, instruct such Representatives to ascertain the current status of such Patents and shall report such results to Buyer immediately upon receiving the same. To the extent any Patents included in the Business Intellectual Property no longer remain in force but may be revived under applicable Law, Sellers shall, and shall cause their respective Subsidiaries to, provide all reasonable assistance to enable Buyer to revive such Patents at Buyer’s request. For avoidance of doubt, all such Patents identified to be in force, or revived in accordance with the preceding sentence, shall be subject to the obligations in this Section 8.10 (unless otherwise agreed in writing by Buyer). Subject to the Sellers’ execution and delivery of the IP Assignment, Buyer shall be responsible for preparing and filing all instruments and documents necessary to effect the assignment of the Business Intellectual Property to Buyer and its Affiliates; provided, that Sellers shall, and shall cause their respective Subsidiaries to, provide all reasonable assistance, including executing such additional instruments and documents, as may be reasonably required to effect and record such assignment.
Sample 1

Related to Transfer of Business Intellectual Property

  • Transfer of Intellectual Property The Executive hereby agrees to transfer to the Company and/or its subsidiaries and consolidated affiliated entities all intellectual property rights in the works created during the Employment or other intellectual property rights deemed to be occupational works in accordance with applicable laws and regulations (the “Occupational Works”). The “intellectual property rights” as referred to in this Agreement means all current and future intellectual property rights, including but not limited to patent rights, trademarks or copyrights in any country, whether registered or not. The Executive agrees that, throughout the course of the Employment and at all times thereafter, the Executive shall execute necessary documents and take necessary action to implement transfer of the Occupational Works to the Company or its consolidated affiliated entities. The Executive acknowledged that the Company shall, where permitted by applicable laws and regulations, hold all rights and interests in the Occupational Works, including any patent or copyrights. The Executive further agrees that, throughout the course of the Employment and at all times thereafter, the Executive and his or her heirs, assignees and representatives will, upon the Company’s requests, assign exclusively to the Company or any of its subsidiaries and consolidated affiliated entities any right, title and interest in the Occupational Work and assist in the preparation and execution of all applications and instruments and carry out other tasks or procedures necessary in accordance with applicable laws and regulations for the Company to obtain and maintain the patent and other intellectual property right in any applicable jurisdictions and/or protecting the rights and interests of the Company and/or any of its subsidiaries and consolidated affiliated entities in the Occupational Works.

  • Intellectual Property Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • Owned Intellectual Property Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to xxx a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.

  • Rights to Intellectual Property This Data Agreement does not give Service Provider any rights, implied or otherwise, to CDI, data, content or intellectual property except as expressly stated in any underlying agreement between the parties. This includes but is not limited to the right to share, sell or trade CDI. The District acknowledges that this agreement does not convey any intellectual property right in any of Service Provider’s materials or content, including any revisions of derivative work or material. Service Provider-owned materials shall remain the property of the Service Provider. All rights, including copyright, trade secrets, patent and intellectual property rights shall remain the sole property of the Service Provider.

  • Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right owned or CONTROLLED by such PARTY.

Time is Money Join Law Insider Premium to draft better contracts faster.