Acquired Company IP means any Intellectual Property Rights or Technology owned or purported to be owned by, or licensed to, any of the Acquired Companies, including Licensed Acquired Company IP.
Acquired Company IP means Intellectual Property used in the conduct of the business of the Acquired Companies as currently conducted.
Acquired Company IP means all Intellectual Property in which any of the Company or any Company Subsidiary has an ownership interest (in whole or in part) or right, including all Company Owned IP and Company Licensed IP.
Examples of Acquired Company IP in a sentence
To the Knowledge of the Acquired Companies, there is no prior right of any other Person or other impediment which would invalidate or materially and adversely affect any of the Acquired Company IP.
All Acquired Company IP that is Registered IP is valid, subsisting and enforceable except that no representation or warranty is made regarding the validity or enforceability of pending patent or trademark applications.
The Acquired Company IP and the Licensed IP together include all of the Intellectual Property used in or necessary for the operation of the Acquired Businesses as presently conducted; provided, however, that nothing in the sentence prior to this proviso shall be interpreted as, or in any way be deemed, a representation or a warranty of the Acquired Companies as to the non-infringement of the intellectual property rights of any third party.
Following the Closing, the Selling Shareholders shall provide reasonable cooperation to the Purchaser for any notification or submission to be made before competent authorities with respect to the assignment to the Company, the Purchaser or its nominee of Acquired Company IP, as well as to all authorizations relating to the Company’s manufacturing site.
The Acquired Companies and their Subsidiaries own, free and clear of all Liens (except for Permitted Liens), all right, title and interest in and to all of the Acquired Company IP.
Neither the Acquired Companies nor their Subsidiaries have assigned to any person or entity (other than the Acquired Companies or a Subsidiary of an Acquired Company) any Intellectual Property used in or necessary for the operation of the Acquired Businesses, including any Acquired Company IP to the extent used in or necessary for the operation of the Acquired Businesses.
Part 3.10(a)(ii) of the Disclosure Schedule identifies each action, filing, and payment that must be taken or made on or before the date that is 120 days after the date of this Agreement in order to maintain each item of Acquired Company IP that is Registered IP and that is owned by any Acquired Company.
More Definitions of Acquired Company IP
Acquired Company IP means (a) all Intellectual Property and Intellectual Property Rights in which any of the Acquired Companies has (or purports to have) an ownership interest, exclusive license, exclusive covenant not to assert (benefitting any Acquired Company), or similar exclusive right in any field or territory and (b) all Intellectual Property and Intellectual Property Rights embodied in or applicable to each Acquired Company Product.
Acquired Company IP shall have the meaning set forth in Section 3.13(a).
Acquired Company IP means all: (a) Intellectual Property Rights used to provide, sell, operate, or maintain, or necessary to provide, sell, operate, or maintain, any Acquired Company Offering; and (b) Intellectual Property Rights in which any of the Acquired Companies has (or purports to have) an ownership interest or an exclusive license or similar exclusive right. For the avoidance of doubt it is hereby clarified that Acquired Company IP includes the Acquired Patents and the other Assigned IP Rights. Acquired Company IP Contract. “Acquired Company IP Contract” shall mean any Contract to which any of the Acquired Companies is or was a party or by which any of the Acquired Companies is or was bound or under which any of the Acquired Companies has or may acquire any right, that contains any assignment or license of, or any covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Acquired Company IP or any Intellectual Property developed by, with or for any of the Acquired Companies or the provision of any Acquired Company Offering. Acquired Company Offering. “Acquired Company Offering” shall mean each product or service developed, marketed, sold, offered, provided, or supported at any time by or on behalf of any of the Acquired Companies, and any product or service currently under development by any of the Acquired Companies. Acquired Patents. “Acquired Patents” shall mean those patents and patent applications listed in Schedule 3.9(d). Acquired Company Transaction Expenses. “Acquired Company Transaction Expenses” shall mean the amount of all fees, costs and expenses of type described in Section 12.2 of the Agreement that have been incurred or that are incurred by any of the Acquired Companies in connection with the Contemplated Transactions, including any fees, costs or expenses paid or payable to the Company’s outside legal counsel or to any financial advisor, accountant or other Person who performs or has performed services for or on behalf of any of the Acquired Companies, or who was or is otherwise entitled to any compensation from any of the Acquired Companies, in connection with the Transactional Agreements or any of the Contemplated Transactions, that have not been paid by the Selling Shareholders in their individual capacity prior to the Closing. 49
Acquired Company IP means the combination of all the Acquired Company Owned IP and all of the Acquired Company Licensed IP.
Acquired Company IP means: (a) any Intellectual Property or Intellectual Property Right in which any of the Acquired Companies has (or purports to have) an ownership interest or an exclusive license or similar exclusive right in any field or territory; and (b) any other Intellectual Property or Intellectual Property Right used or held for use in the business of any of the Acquired Companies as currently conducted and as currently proposed by the Acquired Companies to be conducted. “Acquired Company IP Contract” means any Company Contract that is a XXXX or contains any assignment or license of any Intellectual Property or Intellectual Property Right or that otherwise relates to any Acquired Company IP or any Intellectual Property developed by, with or for any of the Acquired Companies, including any Inbound Licenses and Outbound Licenses. “Acquired Company Privacy Policy” means each external or internal, past or present privacy policy, representation, statement, or notice of any Acquired Company, including any policy relating to: (a) the privacy of users of any Acquired Company Web Site or Acquired Company Software; (b) the data protection, Processing, security, collection, storage, disclosure or transfer of any Personal Data; or (c) any employee information. “Acquired Company Software” has the meaning set forth in Section 3.11(k). “Acquired Company System” means any information technology or computer system (including software, hardware, equipment, databases and telecommunications infrastructure) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of electronic or other data or information, in each case that is used in or necessary for the conduct of the business of any of the Acquired Companies (including any Acquired Company Web Site) at any time. “Acquired Company Web Site” means any public or private website, social media page or mobile application owned, maintained or operated at any time by or on behalf of any of the Acquired Companies, including the website at xxx.xxxxx.xxx, and any online service made available by any Acquired Company. “Acquisition Transaction” means any transaction or series of transactions involving: (a) the sale, license, sublicense or disposition of all or a material portion of any Acquired Company’s business or assets, including Intellectual Property and Intellectual Property Rights; (b) the grant, issuance, disposition or acquisition of: (i) any share capital, unit, membership intere...
Acquired Company IP means all Intellectual Property in which the Acquired Company has (or purports to have) an ownership interest or an exclusive license or similar exclusive right. “Acquired Contracts” shall have the meaning set forth in Section 1.2(a)(ii). “Acquired IP” shall have the meaning set forth in Section 3.1(r)(i). “Acquired Leased Real Property” shall have the meaning set forth in Section 3.1(n)(i). “Acquired Owned Real Property” shall have the meaning set forth in Section 3.1(n)(i). “Acquired Permits” shall have the meaning set forth in Section 3.1(k). “Acquired Real Property” shall have the meaning set forth in Section 3.1(n)(i). “Acquired Registered IP” shall have the meaning set forth in Section 3.1(r)(i). “Acquired Shares” shall have the meaning set forth in Section 1.1. “Acquisition Transaction” shall have the meaning set forth in Section 5.8. “Affiliate” shall mean, with respect to any specified Person, any other Person that owns or controls, is owned or controlled by or is under common ownership or control with such specified Person. For purposes of this definition, “control” means the ability to direct the operation or management of a Person, whether by Contract, ownership of securities, status as director, officer or other position therein, or otherwise. For the avoidance of doubt, the Acquired Company shall be considered an Affiliate of Vectron prior to the Closing, and shall be considered an Affiliate of Buyer following the Closing. “Affiliate Agreement” shall have the meaning set forth in Section 3.1(s). “Agreement” shall have the meaning set forth in the preamble of this Agreement. “Anti-Corruption Laws” shall mean, collectively, any applicable Law relating to corruption, bribery or similar actions of government officials or any other persons, as well as sanctions and export controls, including the U.S. Foreign Corrupt Practices Act of 1977, USA Patriot Act, the Export Administration Act, the Export Administration Regulations, the Arms Export Control Act, the International Traffic in Arms Regulations, the International Emergency Economic Powers Act, the Trading with the Enemy Act, Section 999 of the Internal Revenue Code, customs laws and any rules and regulations issued under any of the foregoing and all trade regulations administered and enforced by the United States Department of the Treasury, Office of Foreign Assets Control, the Department of Commerce, Bureau of Industry & Security and Office of Antiboycott Compliance, the Department of State, D...