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 of the IP Licenses that constitute Acquired Assets.
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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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Examples of Assumed IP Licenses in a sentence

  • 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.

  • Sellers have provided Buyer with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all such Assumed IP Licenses, including all modifications, amendments and supplements thereto and waivers thereunder.

  • 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 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.

  • Immediately upon the Closing, Buyer will own all of the Assumed Owned Intellectual Property, and all Intellectual Property licensed to the Sellers under the Assumed IP Licenses will be available for use by Buyer, free from Encumbrances (other than Permitted Encumbrances), and on the same terms and conditions as in effect immediately prior to the Closing.

  • 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 Assumed Owned Intellectual Property and the Intellectual Property licensed to any Seller under the Assumed IP Licenses is all of the Intellectual Property necessary to operate the Business as currently conducted.

  • Collectively, the Company Intellectual Property, the Company Technology, the rights to be conveyed via the Assumed IP Licenses and the rights to be conveyed pursuant to the Intellectual Property License Agreement, taken together with the services to be provided under the Transition Services Agreement, constitute all Intellectual Property necessary to the operation of the Business in all material respects as conducted on the date of this Agreement and as the same will be conducted on the Closing Date.

  • 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.


More Definitions of Assumed IP Licenses

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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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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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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Related to Assumed IP Licenses

  • Company IP Licenses (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively, “Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 4.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

  • IP Licenses means all the contracts, licenses and agreements to which the Company is a party with respect to any Intellectual Property or Intellectual Property Rights licensed to or by, or created for or by, the Company.

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

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • Transferred Intellectual Property Rights means (a) the Transferred Patents, (b) the Transferred Copyrights, (c) the Transferred Internet Properties, (d) the Transferred Industrial Designs, (e) The Transferred Database Rights,(f) the Transferred Mask Work Rights, (g) the Transferred Trade Secrets, and (h) the Transferred Trademarks.

  • 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 (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

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

  • Third Party Licenses has the meaning set forth in Section 3.

  • 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 governing any Company Intellectual Property to which the Company or any Subsidiary is a party or bound by, except for Contracts for Third-Party Intellectual Property that is generally, commercially available software and (A) is not material to the Company or any Subsidiary, (B) has not been modified or customized for the Company or any Subsidiary and (C) is licensed for an annual fee under $5,000.

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

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

  • 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 (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.

  • 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 shall have the meaning set forth in Section 1.2(i).

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • Company IP Rights means all Intellectual Property owned, licensed, or controlled by the Company or its Subsidiaries that is necessary for or used in the operation of the business of the Company and its Subsidiaries as presently conducted.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in 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.