Assumed IP Licenses definition

Assumed IP Licenses shall have the meaning set forth in Section 2.02(a)(iv).
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Assumed IP Licenses means all Intellectual Property licenses included in the Transferred Assets, including the licenses set forth on Schedule 1.1(c).
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Assumed IP Licenses means those licenses granted by third parties to Seller or any Affiliate of Seller (other than the Company) for Intellectual Property listed on Schedule 1.1(b).
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Examples of Assumed IP Licenses in a sentence

  • The Sellers shall pay all Cure Amounts in respect of the Assumed Contracts and Assumed IP Licenses and shall bear all Transfer Taxes related to the Sellers’ sale of the Acquired Assets and the assumption of the Assumed Contracts and Assumed IP Licenses.

  • In addition, promptly after the Initial Closing, the Subject Entities, upon the request of Buyer, shall take all actions reasonably necessary to cause the Sellers’ businesses (other than those businesses constituting Excluded Assets) to cease operations and wind down, including by terminating any and all Permits or IP Licenses other than those which are or may still become Assumed Contracts or Assumed IP Licenses pursuant to Section 2.3.

  • The Sellers shall have delivered to Buyer all Required Consents, including in respect of the material Assumed Contracts and material Assumed IP Licenses that will be assumed by Buyer or the Purchased Entities prior to the Closing, taking into consideration the effects of the Sale Order.


More Definitions of Assumed IP Licenses

Assumed IP Licenses means all of the IP Licenses that constitute Acquired Assets.
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Assumed IP Licenses means all of the IP Licenses that constitute Acquired Assets. “Bankruptcy Code” means title 11 of the United States Code.
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Assumed IP Licenses has the meaning set forth in Section 2.02(a)(i). “Assumed Liabilities” has the meaning set forth in Section 2.03(a). “Assumed Real Property Contracts” has the meaning set forth in Section 2.02(a)(ii). “Assumed U.S. Employee Plan” means each Assumed Employee Plan with respect to any Business Employee based primarily in the United States. “Base Purchase Price” has the meaning set forth in Section 4.01. “Bill of Sale” means the Bill of Sale, Assignment and Assumption Agreement, substantially in the form attached as Exhibit C to this Agreement. “Business” means the business of custom training new college graduates and other emerging talent through a hire-train-deploy model, and reskilling existing employees, for public and private organizations, excluding any such business as conducted in Australia. “Business Assets” means, other than the Business Intellectual Property, the Transferred Assets and the assets, properties, rights and interests of every type and description that are owned, leased or licensed by the Transferred Entities. “Business Day” means any day that is not a Saturday, a Sunday or other day on which commercial banks in New York City, New York or London, England are required or authorized by Law to be closed. “Business Employee” means each employee who is exclusively dedicated to the Business (irrespective of whether employed by the Seller or an Affiliate of the Seller), including those employees on medical leave, family leave, military leave or personal leave under the policies of the Seller or any of its Affiliates, as applicable. “Business Intellectual Property” means all Intellectual Property owned exclusively (i) whether collectively or on a standalone basis by any of the Selling Parties and Related to the Business, or (ii) the Transferred Entities. For the avoidance of doubt, the Business Intellectual Property does not include any Intellectual Property that is an Excluded Asset. “Business Permits” has the meaning set forth in Section 5.10; “Business Subsidiaries” means the Subsidiaries of the Companies identified on Annex B to this Agreement. “Business Technology and Systems” means all Technology and Systems owned or purportedly owned by the Selling Parties or the Transferred Entities that are, in each case, Related to the Business, including the Technology and Systems listed on Section 2.02(a)(vi) of the Disclosure Letter. “Buyer” has the meaning set forth in the preamble to this Agreement.
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Related to Assumed IP Licenses

  • IP Licenses shall have the meaning set forth in Section 3.12(a) hereof.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

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

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • IP License means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

  • 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.

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

  • Third Party Licenses has the meaning set forth in Section 2.4.

  • Intellectual Property Licenses means (i) any grant by the Company to another Person of any right, permission, consent or non-assertion relating to or under any of the Purchased Intellectual Property and (ii) any grant by another Person to the Company of any right, permission, consent or non-assertion relating to or under any third Person’s Intellectual Property.

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

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

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • IP License Agreement shall have the meaning set forth in Section 1.2.

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

  • Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.

  • 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.

  • Intellectual Property License Agreement shall have the meaning set forth in Section 6.11.

  • Company IP Rights means (a) any and all Intellectual Property used in the conduct of the business of the Company or any of its Subsidiaries as currently conducted, and (b) any and all other Intellectual Property owned by the Company or any of its Subsidiaries.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

  • Permits and Licenses means any approval, consent, license, permit, waiver, exception, variance or other authorization issued, granted, given, or otherwise made available by or under the authority of a government or governmental agency or under any applicable law, regulation, rule or order.

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • Business Licenses has the meaning ascribed to it in Section 1.01(a)(x).

  • IP Agreements means all material Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any material Intellectual Property to which a Pledgor, now or hereafter, is a party or a beneficiary.