Business IP Agreements means all agreements or contracts to which the Seller or its Affiliates is a party relating to the license, sublicense, creation, development, use, expiration, disclosure, or transfer of Intellectual Property primarily related to the Garland Business, other than (a) shrink-wrap or click-through licenses and (b) non-exclusive licenses of intellectual property incidental to the sale or purchase of products or services in the ordinary course of business.
Business IP Agreements means any (a) Contract under which any of the Transferred Entities grants a license under or other right to use any Intellectual Property Rights to another Person that are material to the Transferred Entities, (b) Contract under which any of the Transferred Entities is granted a license or other right to use any Intellectual Property Rights of another Person that are material to the Transferred Entities (other than commercially available “off the shelf” software licenses each with annual fees of less than Fifty Thousand Dollars ($50,000)), and (c) consent-to-use agreement, co-existence agreement, settlements agreement or other similar Contract limiting the use, validity or enforceability of the Business Intellectual Property.
Business IP Agreements means with respect to a Party, (i) all agreements under which a Party (or a Relevant Group) is licensed or otherwise permitted by a third party to use any Business Intellectual Property, and (ii) all agreements under which a third party is licensed or otherwise permitted to use any of a Party’s (or a Relevant Group’s) Business Intellectual Property owned by such Party (or Relevant Group).
Examples of Business IP Agreements in a sentence
Section 3.7(b) of the Schedules sets forth a complete and correct list of all Business IP Agreements.
Schedule 3.16 lists as of the Closing Date all Business IP Agreements, as defined below.
Except with respect to the Lear IP Agreements or Business IP Agreements listed in Schedule 4.5(c), the consummation of the transactions contemplated by this Agreement will not result in the terminations or impairment of any Owned Intellectual Property, Lear Business IP or Intellectual Property Right licensed to the Company or the Sale Companies pursuant to the Business IP Agreements or Lear IP Agreements.
The Warranting Party has furnished to the Warrantee Party prior to the execution and delivery of this Share Purchase Agreement true and complete copies of all of its Business IP Agreements.
Immediately subsequent to the Closing, except with respect to those patents identified on Schedule 4.16(a) as “unwarranted patents” and subject to any rights granted under the Business IP Agreements, the Lear IP Agreements, or the Intellectual Property Transfer and License Agreement, the Company and/or the Sale Companies will be the exclusive owners of all Owned Intellectual Property and Lear Business IP, free and clear of all Liens other than Permitted Liens.
More Definitions of Business IP Agreements
Business IP Agreements means the Owned IP Agreements that are material to operation of the Business as currently conducted.
Business IP Agreements means (a) licenses of Intellectual Property by the Seller to third parties, (b) licenses of Intellectual Property by third parties to Seller, (c) agreements between Seller and third parties relating to the development or use of Intellectual Property, the development or transmission of data, or the use, modification, framing, linking, advertisement or other practices with respect to Internet Web sites and (d) consents, settlements, decrees, orders, injunctions, judgments or rulings concerning the use, validity or enforceability of Business Intellectual Property.
Business IP Agreements means (i) licenses of Intellectual Property by a Sale Company to a third party, (ii) licenses of Intellectual Property by any third party to a Sale Company in connection with the Business, other than nonexclusive object code licenses of commercially available software, (iii) agreements between any Sale Company and any third party relating to the development or use of Intellectual Property or the development or transmission of data, and (iv) consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability of the Owned Intellectual Property.
Business IP Agreements means all Contracts pursuant to which any license, sublicense, right, option, permission, consent, covenant not to xxx or release, in each case of the foregoing, regarding the use of any Intellectual Property is (a) granted by any third party to (i) any of the AMP Entities or (ii) Ardagh or any of its Affiliates (other than the AMP Entities) and which Intellectual Property is used or practiced, or held for use or practice, by any of the AMP Entities or in connection with the AMP Business (in each case of (i) and (ii), excluding (A) “shrink-wrap” and “click-wrap” licenses, and other non-exclusive licenses, in each case, for generally commercially available software licensed on standard and non-negotiable terms with aggregate or annual license and maintenance fees (whichever is higher) attributable to the AMP Business of less than $50,000, (B) Contracts for generally commercially available software, hardware or other information technology equipment or related services, in each case, provided under the Services Agreement and (C) any Contract entered into in the ordinary course of business that contains only non-exclusive licenses of Intellectual Property that are ancillary to the primary purpose of the Contract) or (b) granted by any of the AMP Entities to any third party (excluding non-exclusive licenses granted by any AMP Entity to its customers and service providers, in each case, in the ordinary course of business).
Business IP Agreements means all contracts or agreements concerning Intellectual Property or IT Assets Related to the Business to which Seller or any of its Affiliates is a party or beneficiary or by which Seller or any of its Affiliates, or any of their properties or assets, may be bound, including all (a) licenses of Intellectual Property by Seller or any of its Affiliates to any third party, (b) licenses of Intellectual Property by any third party to Seller or any of its Affiliates, (c) contracts or agreements between Seller or any of its Affiliates and any third party relating to the transfer, development, maintenance or use of Intellectual Property or IT Assets or the development or transmission of data and (d) consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability of Intellectual Property or IT Assets.
Business IP Agreements means all licenses of Intellectual Property (i) from any Seller or Subsidiary to any third party and (ii) from any third party to any Seller or Subsidiary.
Business IP Agreements means written (a) licenses of Business Intellectual Property Assets by Seller to any third party, (b) licenses of Business Intellectual Property Assets by any third party to Seller, (c) agreements between Seller and any third party relating to the development of material Business Intellectual Property Assets, the development or transmission of data, or the use, modification, framing, linking, advertisement, or other practices with respect to Seller’s Internet web sites and (d) consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability of Business Intellectual Property Assets.