Assigned IP Assets definition

Assigned IP Assets shall have the meaning set forth in Section 2.1(d).
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Assigned IP Assets means all Purchased Assets that are Intellectual Property.
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Assigned IP Assets means the Intellectual Property Rights (including Intellectual Property Rights in and to Assigned Software and Assigned IT Assets) owned by Seller or any of the Retained Subsidiaries and Related to the Business, including all rights of action arising from the foregoing and all claims for damages by reason of present, past and future infringement, misappropriation, violation, misuse or breach of Contract in respect of the foregoing, and present, past and future rights to sue and collect damages or seek injunctive relief for any such infringement, misappropriation, violation, misuse or breach of the foregoing and all income, royalties and any other payments now and hereafter due and/or payable in respect of the foregoing; and all documentation or other tangible embodiments that comprise, embody or disclose the foregoing, including, as applicable, engineering drawings, technical documentation, databases, spreadsheets,
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Examples of Assigned IP Assets in a sentence

  • Except as set forth on Schedule 3.12, no material governmental license, permit or other authorization (hereinafter referred to as “Permits”) is required for the licensing of the Assigned IP Assets, or the performance of Seller and its’ Affiliates’ obligations under the Assigned Contracts.

  • In furtherance and not in limitation of the foregoing, Section 1.01(a) of the Disclosure Schedule sets forth the Registered Intellectual Property Rights included in the Assigned IP Assets.

  • Notwithstanding anything herein to the contrary, except for the representations and warranties contained in this Section 2.11, Sellers do not make any representation or warranty of any kind (whether express, implied or otherwise) with respect to (i) the validity or enforceability of the Intellectual Property included in the Assigned IP Assets or the Intellectual Property licensed to Buyers pursuant to the Cross-License Agreement or (ii) non-infringement of third party Intellectual Property.

  • The EU gets more and more power, in the field of foreign policy-making as well.

  • Section 2.11(a)(i)(A) and (B) of the Disclosure Schedule identify, respectively, each Intellectual Property registration and application included within the Assigned IP Assets and licensed to Buyers pursuant to the Cross License Agreement.


More Definitions of Assigned IP Assets

Assigned IP Assets shall have the meaning set forth in Section 2.1(c).
Sample 1
Assigned IP Assets means the Intellectual Property Rights (including Intellectual Property Rights in and to Assigned Software and Assigned IT Assets) owned by Seller or any of the Retained Subsidiaries and Related to the Business, including all rights of action arising from the foregoing and all claims for damages by reason of present, past and future infringement, misappropriation, violation, misuse or breach of Contract in respect of the foregoing, and present, past and future rights to xxx and collect damages or seek injunctive relief for any such infringement, misappropriation, violation, misuse or breach of the foregoing and all income, royalties and any other payments now and hereafter due and/or payable in respect of the foregoing; and all documentation or other tangible embodiments that comprise, embody or disclose the foregoing, including, as applicable, engineering drawings, technical documentation, databases, spreadsheets, business records, inventors’ notebooks, invention disclosures, digital files, software code embodied in media or firmware, and patent, trademark and copyright prosecution files, including such files owned by a Purchased Subsidiary in the custody of Seller’s outside legal counsel. In furtherance and not in limitation of the foregoing, Section 1.01(a) of the Disclosure Schedule sets forth the Registered Intellectual Property Rights included in the Assigned IP Assets.
Sample 1
Assigned IP Assets means (i) all Intellectual Property Rights Relating to the Business and owned by Seller or any of its Retained Subsidiaries as of the Closing (other than any Intellectual Property Rights developed or conceived by or on behalf of Seller’s ‘Hermetic Motors’ division), including any such Intellectual Property Rights in Technology that is under development as of the Closing, and including any Intellectual Property Rights listed in Section 1.1(a) of the Disclosure Schedule and any and all Patents that claim or entitled to claim priority, directly or indirectly, to the Patents set forth in Section 1.1(a) of the Disclosure Schedule, and (ii) all Intellectual Property Rights developed or conceived by or on behalf of the Motors Business and owned by Seller or any of its Retained Subsidiaries as of the Closing exclusively relating to, used in (or held for use in), practiced by, or arising out of the operation or the conduct of the Business as conducted as of the Closing, including any such Intellectual Property Rights in Technology that is under development as of the Closing (the “Assigned Motors IP”); provided that “Assigned IP Assets” shall exclude any and all Excluded Motors IP.
Sample 1
Assigned IP Assets. (A) all Patents (as defined below) Primarily Used in the Business, including those Patents set forth in Schedule 1.1(a)(iv) but specifically excluding those set forth on Schedule 1.1(b)(ii); (B) all Copyrights (as defined below) Primarily Used in the Business, including those Copyrights set forth in Schedule 1.1(a)(iv); (C) all Trademarks (as defined below) Primarily Used in the Business, including those Trademarks set forth in Schedule 1.1(a)(iv); and (D) all Know-How (as defined below) used exclusively in the Business or related exclusively to any Product. For the avoidance of doubt, the Know-How in (D) above includes Product Specifications (as defined below). For purposes of this Agreement, “Intellectual Property” means and includes (1) patents (including applications, divisionals, provisionals, continuations, continuations-in-part, re-examinations, reissues or equivalent rights relating thereto, and their foreign counterparts), industrial designs, utility models and equivalent rights (“Patents”), (2) copyrights and copyrightable works (including software, systems, documentation, graphics, research materials, lab books and reports, advertising materials and website content) (“Copyrights”); (3) trade names, brand names, trademarks, service marks, corporate names, logos, domain names and other source indicators, and all of the goodwill associated with any of the foregoing (“Trademarks”); and (4) trade secrets, know-how, documents, drawings, procedures, inventions, compositions of matter, technology, processes, methods and formulae, confidential, proprietary or non-public information or materials in any form or media, and all other intellectual or industrial property not included in clauses (1) through (3) (“Know-How”);
Sample 1

Related to Assigned IP Assets

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Assigned Intellectual Property has the meaning set forth in Section 2.1 (Assigned Intellectual Property).

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

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • Transferred Assets has the meaning set forth in Section 2.1.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Transferred Intellectual Property means (i) all Intellectual Property Rights owned by the Acquired Companies, (ii) the Transferred Trademarks, (iii) the Transferred Patents, (iv) the Transferred Domains, and (v) all other Intellectual Property Rights owned by Sellers or their respective Affiliates as of the Closing Date that are exclusively used in or are exclusively related to the development, manufacture, marketing, use or sale of the Business Products.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Assigned Property means real and related personal property which, in the discretion of the Administrator or his designee, has been made available to the Department for transfer for public health purposes.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Assigned Value means the Market/Offer Price, as defined in Section 7.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Assigned Interests has the meaning set forth in Section 2 hereof;

  • Sold Assets has the meaning set forth in Section 2.01(b).

  • Company Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

  • Specified Assets the following property and assets of such Grantor:

  • Intellectual Property Assets includes:

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Transferred IP means the intellectual property rights set out in the Asset List.

  • Assigned Leases has the meaning specified in Section 2.01(b).

  • Assigned Patents means only those

  • Product Intellectual Property means all of the following related to a Divestiture Product (other than Product Licensed Intellectual Property):

  • Assigned Contract has the meaning set forth in Section 1.5(a).