Transferred IP. The definition of “Transferred IP” in Section 1.01(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Transferred IP. (a) Until Closing, Toppan will exercise commercially reasonable efforts consistent with Toppan’s IP policies to prosecute the patent applications included in the Transferred IP and to maintain the patents included in the Transferred IP.
Transferred IP. In the event that any intellectual property is created by Supplier during the performance of Services exclusively or upon order for Maxim other than Manufacturing, Supplier hereby agrees to promptly disclose to Maxim any such intellectual property other than a Maxim Technology Improvement (“Transferred IP”), and hereby irrevocably assigns, transfers, and conveys all of its rights, title, and interest in and to the Transferred IP, and all IP Rights therein and thereto, to Maxim [***]. Upon such assignment of all rights, title, and interest in and to the Transferred IP, Maxim shall grant Supplier a perpetual, irrevocable, nonexclusive, royalty-free license to use all such Transferred IP with no limitations. In the event Supplier designs, develops, authors, creates, or acquires any intellectual property that is neither a Maxim Technology Improvement nor a Transferred IP, it and all IP Rights therein shall be solely owned by Supplier.
Transferred IP. Subject to the terms and conditions of this Agreement, effective the Effective Date, APIL hereby sells, assigns, transfers, conveys and delivers to Purchaser, and Purchaser hereby purchases, acquires and accepts from APIL, all of APIL’s right, title and interest on the Effective Date throughout the world in and to the Transferred IP.
Transferred IP. (1) Each relevant Key Holder Party owns all necessary rights (including the rights of development, maintenance, licensing and sale), title and interest in and to, free and clear of all Encumbrances, or otherwise has all necessary and valid rights to use, all the Transferred IP, and no item of such Transferred IP is subject to any outstanding material injunction, judgment, order, decree, ruling or charge. Each material Transferred IP is valid, enforceable and subsisting, in full force and effect and has not been cancelled, expired or abandoned. The possession, development, use, marketing, licensing, sale or other exploitation by each Key Holder Party of any and all of the Transferred IP does not materially infringe, violate, misappropriate or otherwise interfere or conflict with any patent, trademark or other right, title or interest of any third party. There is no notice, claim or assertion (in writing or otherwise) that (1) any item of Transferred IP is invalid or any proprietary or other right therein is owned by a Person other than a Key Holder Party or (2) any Key Holder, any item of Transferred IP or the conduct of the Principal Business as currently conducted materially infringes, violates, misappropriates or otherwise interferes or conflicts with any right, title or interest of any third party, and no actual, pending or, to the Knowledge of the Key Holder, threatened claim, action, opposition, re-examination, interference or cancellation proceeding with respect thereto.
Transferred IP. “Transferred IP” has meaning set forth in Section 1.1(f).
Transferred IP. NXP agrees that, as between NXP and Dutch Newco, as of the Closing, Dutch Newco is the sole and exclusive owner of all right, title and interest in and to the Transferred IP, and that, under this Agreement, NXP acquires no right, title or interest in or to any of the foregoing, other than the rights expressly granted hereunder.
Transferred IP. The Sellers shall have delivered to the Buyer at the Closing documents to permit the Buyer to record the assignment from the Sellers to the Buyer of any Registered Transferred IP and evidence the assignment of the unregistered Trademarks included in the Transferred IP, duly executed by the applicable Seller.
Transferred IP. (a) Except as set forth in the Disclosure Schedule, each relevant CreditEase Group Company owns all necessary rights (including the rights of development, maintenance, licensing and sale), title and interest in and to, free and clear of all Liens, or otherwise has all necessary and valid rights to use, all the Transferred IP, and no item of such Transferred IP is subject to any outstanding material injunction, judgment, order, decree, ruling or charge. Each material Transferred IP is valid, enforceable and subsisting, in full force and effect, and has not been cancelled, expired or abandoned. The possession, development, use, marketing, licensing, sale or other exploitation by each CreditEase Group Company of any and all of the Transferred IP does not materially infringe, violate, misappropriate or otherwise interfere or conflict with any patent, trademark or other right, title or interest of any third party. There is no written notice, claim or assertion that (i) any item of Transferred IP is invalid or any proprietary right therein is owned by a Person other than a CreditEase Group Company or (ii) any CreditEase Group Company, any item of Transferred IP or the conduct of the Target Business as currently conducted materially infringes, violates, misappropriates or otherwise materially interferes or conflicts with any right, title or interest of any third party, and there is no actual, pending or, to the best knowledge of any CreditEase Group Company, threatened claim, action, opposition, re-examination, interference or cancellation proceeding with respect thereto. The Transferred IP comprises all of the Intellectual Property that is currently used for, and are necessary, sufficient and adequate to carry out, the operation of the Target Business as currently operated.
Transferred IP. Upon the terms and subject to the conditions of this IP Agreement, Seller hereby agrees to sell, assign (to the extent legally assignable), transfer, convey and deliver (or, where applicable, cause its Subsidiaries to sell, assign (to the extent legally assignable), transfer, convey and deliver) to Buyer, and Buyer hereby agrees to purchase, acquire and accept from Seller (or Seller's Subsidiaries) the Transferred IP Assets (but not the Excluded IP Assets), free and clear of all Liens, except for Permitted Liens, and Buyer agrees to grant back to Seller a license to such Transferred IP Assets and Seller agrees to accept such license, as more specifically set forth as follows:
