Business IP Contracts definition

Business IP Contracts means all contracts, engagements, licences or other commitments entered into by any Business Seller (or in relation to (b) or (c), a Registered Business IP Owner) prior to the Transfer Time, and remaining in effect (in whole or in part) at the Transfer Time:
Sample 1
Business IP Contracts means those Contracts under which a Seller-Related Party is granted any rights, licenses or immunities under or to any Intellectual Property or Intellectual Property Rights that are primarily related to, or necessary for, the Business as conducted by any of the Seller-Related Parties as of the Effective Date or the date of the APA.
Sample 1
Business IP Contracts means all of the written Contracts (A) pursuant to which Seller Parent or any of its Subsidiaries obtained the right to use or practice rights under third party Intellectual Property included in the Transferred Intellectual Property or, on a Product-by-Product or Acquired Entity-by-Acquired Entity basis, material to the operation of the Business or (B) by which Seller Parent or any of its Subsidiaries has licensed or otherwise authorized a third party to use any of the Transferred Intellectual Property or that is material to the operation of the Business, including license agreements, concurrent use agreement, co-existence agreement, settlement agreements and covenants not to sue, in the case of each of clauses (A) and (B) other than any (i) non-exclusive licenses granted in the Ordinary Course of Business, (ii) agreements with distributors, manufacturers or suppliers entered into in the Ordinary Course of Business the primary purpose of which is not a grant of rights to Intellectual Property and in which grants of Intellectual Property rights are incidental to contractual purpose, and (iii) non-exclusive licenses of standard, non-customized and generally commercially available, “shrink wrap”, “off the shelf” or “click through” third party Software under standard terms. For avoidance of doubt, Business IP Contracts include all Transferred IP Licenses.
Sample 1

Examples of Business IP Contracts in a sentence

  • However, the magnitude of those efficiency gains and their value will have to be researched in the future.

  • Company exclusively owns all right, title and interest to and in the Business IP free and clear of any Liens (other than licenses and rights granted pursuant to the Business IP Contracts identified in Section 3.12(d) of the Disclosure Schedule).

  • Seller exclusively owns all right, title and interest to and in the Business IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Business IP Contracts identified in Schedule 3.14(c), Permitted Liens, the end user terms and conditions of use of the Websites, or as set forth in Schedule 3.14(f)).

  • To Seller's Knowledge, neither RSUI nor any third party is in material breach or default under any of the Business IP Contracts.

  • The field phases are close to the linear functionsηb =—(1/2)(k 2 +w2)[β2 +(c +бw)2 ]1/2.

  • Seller exclusively owns all right, title and interest to and in the Business IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Business IP Contracts identified in Section 4.10(d) of the Schedule of Exceptions or Permitted Encumbrances, or as set forth in Section 4.10(g) of the Schedule of Exceptions).

  • Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation, or similar claim (other than indemnification provisions in Company’s standard forms of Business IP Contracts).

  • The RSUI Owned Intellectual Property, RSUI Affiliate Owned Intellectual Property, the Non-Owned Intellectual Property and Business IP Contracts are collectively referred to herein as the "Business Intellectual Property".

  • Except as set forth in the Schedule 3.14(j)(ii), Seller is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation, or similar claim (other than indemnification provisions in Seller’s standard forms of Business IP Contracts) with respect to the Business.


More Definitions of Business IP Contracts

Business IP Contracts means all Business Contracts for:
Sample 1
Business IP Contracts means all of the written Contracts (A) pursuant to which Seller Parent or any of its Subsidiaries obtained the right to use or practice rights under third party Intellectual Property included in the Transferred Intellectual Property or, on a Product-by-Product or Acquired Entity- by-Acquired Entity basis, material to the operation of the Business or (B) by which Seller Parent or any of its Subsidiaries has licensed or otherwise authorized a third party to use any of the Transferred Intellectual Property or that is material to the operation of the Business, including license agreements, concurrent use agreement, co-existence agreement, settlement agreements and covenants not to sue, in the case of each of clauses (A) and (B) other than any (i) non-exclusive licenses granted in the Ordinary Course of Business,(ii)agreements with distributors, manufacturers or suppliers entered into in the Ordinary Course of Business the primary purpose of which is not a grant of rights to Intellectual Property and in which grants of IP rights are incidental to contractual purpose, and (iii) non-exclusive licenses of standard, non-customized and generally commercially available, “shrink wrap”, “off the shelf” or “click through” third party Software under standard terms. For avoidance of doubt, Business IP Contracts include all Transferred IP Licenses.
Sample 1

Related to Business IP Contracts

  • 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).

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Business IP means Intellectual Property Rights that are used in and material to the Acquired Business as currently conducted and as currently proposed to be conducted.

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

  • 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.

  • 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.

  • 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.

  • 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.

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

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

  • Customer Contracts has the meaning set forth in Section 2.1(b)(ii)(A).

  • Company Material Contracts has the meaning set forth in Section 3.18(a).

  • Company Contracts has the meaning set forth in Section 3.13(a).

  • 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.

  • 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.

  • 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.

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

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

  • 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.

  • 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.

  • 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, including, without limitation, the agreements set forth on Schedule III hereto.

  • Business Intellectual Property Rights means (a) the Intellectual Property Rights owned or licensed by the Group Companies and (b) any other Intellectual Property Rights owned or licensed by Seller or any of its other Subsidiaries and used solely in the conduct of the Business.

  • Parent Intellectual Property means the Intellectual Property used in the operation of the business of each of Parent and its Subsidiaries as presently conducted.

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

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

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.