Assigned Assets definition

Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.

Assigned Assets has the meaning set forth in Section 2.2(a).

Assigned Assets has the meaning specified in Section 3.4.

Examples of Assigned Assets in a sentence

• Assignor shall indemnify and hold harmless Assignee from and against damages that arise out of or result from Assignor’s acts or omissions with respect to the Assigned Assets.

• The Company shall as promptly as practicable, reimburse the Assignor for the Assignor’s actual out-of-pocket costs reasonably incurred with respect to Assignor’s acquisition and maintenance of the Assigned Assets.

• The Assignor further represents and warrants to the Company that to the best of Assignor’s knowledge the Assigned Assets are free of any claim of any prior employer or third party client of the Assignor or any school, university or other institution the Assignor attended, and that the Assignor is not aware of any claims by any third party to any rights of any kind in or to any of the Assigned Assets.

• Assignee shall indemnify and hold harmless Assignor from and against damages that arise out of or result from Assignee’s acts or omissions with respect to the Assigned Assets.

• Assignee hereby accepts the foregoing assignments and agrees to assume and keep, perform and fulfill all of the terms, covenants, conditions, duties and obligations which are required, from and after the Closing Date, to be kept, performed and fulfilled by the Assignee (as successor in interest to the Assignor) in connection with the Assigned Assets.

More Definitions of Assigned Assets

Assigned Assets has the meaning specified in Section 6.5.

Assigned Assets shall have the meaning specified in the Separation and Distribution Agreement.

Assigned Assets means any and all of Aradigm’s right, title and interest in and to the following: (i) any and all tangible assets owned or otherwise transferable by Aradigm as of the Closing Date, in each case to the extent exclusively used or held for use in the Business, including those assets listed on Exhibit A (collectively, “Transferred Assets”); (ii) the Books and Records listed on Exhibit B (collectively, “Transferred Books and Records”); (iii) all agreements listed on Exhibit C (collectively, “Transferred Contracts”); (iv) all Patents (including in each case all rights to Prosecute and Enforce the same) listed on Exhibit D (collectively, “Transferred Patents”); (v) all Trademarks (including in each case all rights to Prosecute and Enforce the same) listed on Exhibit D (collectively, “Transferred Trademarks”); (vi) any and all Technology owned or otherwise transferable by Aradigm as of the Closing Date, other than the Transferred Patents and Transferred Trademarks, in each case to the extent exclusively used or held for use in the Business, including that Technology listed on Exhibit A (collectively, “Transferred Technology”); and (vii) any and all right to recover past, present and future damages for the breach, infringement or misappropriation, as the case may be, of any of the foregoing.

Assigned Assets means the Security Assets expressed to be assigned pursuant to clause 5.2 (Security assignments);

Assigned Assets means, collectively, the Contributed Assets and the Purchased Assets and excluding the Excluded Assets. When referring to a Assignor, the term “Assigned Assets” refers to such Assignor’s respective Assigned Assets (and not the other Assignor’s Assigned Assets), and when referring to the Assignors collectively, or to the “Assigned Assets” generally, such term refers to the Assignors’ collective Assigned Assets.

Assigned Assets means:

Assigned Assets means the assets, contracts, agreements, commitments, indentures, instruments, leases and other obligations or arrangements set forth on Section 1.01 of the Disclosure Schedules.