Assumed Licenses definition

Assumed Licenses has the meaning set forth in Section 2.1(l).
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Assumed Licenses means any Inbound License Agreements and End User License Agreements that are assumed by Seller and assigned by Seller to Purchaser.
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Assumed Licenses means the licenses set forth on Schedule 1.4.
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Examples of Assumed Licenses in a sentence

  • Schedule 5.14 sets forth a true, correct and complete list of all Licenses held by any Subject Entity (including the Assumed Licenses).

  • All of the foregoing assets described in this Section 3.1, together with the Assumed Contracts and the Assumed Licenses, are referred to herein collectively as the “Assets”.

  • Saflink shall be entitled to retain, and shall not be obligated to compensate IdentiPHI in any way, for license and/or maintenance fees collected under the Assumed Licenses through the Effective Date; thereafter, all future license and/or maintenance fees under the Assumed Licenses will accrue to the benefit of IdentiPHI.

  • Nothing in this Confirmation Order shall relieve the Debtors from complying with all obligations in the Fairfield Letter Agreement, including the obligations under the Assumed Licenses as modified by the Fairfield Letter Agreement.

  • For the avoidance of doubt, the Debtors compliance with the terms of the Fairfield Letter Agreement shall satisfy all cure amounts potentially arising under the Fairfield Assumed Licenses as a result of the transactions contemplated by the Plan (including with respect to any change of control or ownership of the Debtors).

  • For the avoidance of doubt, the Debtors compliance with the terms of the SEI Letter Agreement shall satisfy all cure amounts potentially arising under the SEI Assumed Licenses as a result of the transactions contemplated by the Plan (including with respect to any change of control or ownership of the Debtors).

  • If any such consent shall not be obtained, Sellers shall cooperate with the Buyer in any reasonable arrangement designed to provide for the Buyer the benefits intended to be assigned to the Buyer under the relevant Assumed Real Property Leases, Leased Personal Property, Assumed Contracts and Assumed Licenses, including enforcement at the cost and for the account of the Buyer of any and all rights of Sellers against the other party thereto arising out of the breach thereof by such other party or otherwise.

  • For the avoidance of doubt, the Debtors’ compliance with the terms of the GPI Letter Agreement shall satisfy all cure amounts potentially arising under the GPI Assumed Licenses as a result of the transactions contemplated by the Plan (including with respect to any change of control or ownership of the Debtors).

  • Except for (i) the Assumed Licenses, (ii) the licenses granted to Seller as set forth on Schedule 1.8, and (iii) the licenses to the software referred to in Section 2.2(f), Seller is not a party to any Contract pursuant to which Seller is licensed to use a third Person’s Intellectual Property in connection with the conduct of the Business as it is currently being conducted by Seller.

  • IdentiPHI hereby accepts the foregoing assignment, and hereby assumes and agrees to perform the obligations of Saflink to be performed under, and shall hold Saflink harmless against, the Assumed Licenses.

Related to Assumed Licenses

  • Excluded License means an open source or other software license that requires, as a condition of license, use, modification, distribution or conveyance, that (a) the code be disclosed or distributed in source code form; (b) others have the right to modify or create derivative works of it; and/or (c) the code becomes redistributable at no charge.

  • 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.

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

  • Permitted Licenses are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.

  • 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.

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

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

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

  • 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.

  • 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”).

  • 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.

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

  • Assumed Liabilities has the meaning set forth in Section 2.3.

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

  • 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.

  • 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.

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

  • Transferred Patents means those Patents identified on Schedule 1.01(g).

  • 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.

  • 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).

  • 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.

  • 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.

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

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

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