Company Material IP definition
Examples of Company Material IP in a sentence
Since December 31, 2012, no Company Entity has received a written notice from any third party (including any current or former employee or consultant) pursuant to which such third party claims to own or have any right or interest in or to, or to have any right to receive any royalty or other material payment for any Company Entity’s use or exploitation of, any Company Material IP.
The licences of Intellectual Property Rights granted to, and by, any Target Company, and which are material to the business of any Target Company (Material IP Licences), are contained in folder 4.6 of the Data Room.
Except as set forth in Section 2.8(i) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement will neither violate nor result in the breach, modification or automatic cancellation of the Company Material IP Agreements nor give the other party thereto the right to terminate such agreements, nor will the consummation of the transactions contemplated by this Agreement result in the release from any escrow of any Company Owned Intellectual Property.
To the Knowledge of the Company, all assignments made to the Company or any Subsidiary of the Company for any Company Material IP are valid and enforceable and have been recorded in compliance with applicable Law.
The consummation of the transactions contemplated by this Agreement will not restrict the Surviving Entity’s right to exercise all of the Company’s rights under such Company Material IP Agreements (i) to the same extent the Company would have been able to had the transactions contemplated by this Agreement not occurred, and (ii) without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay.
To the Knowledge of the Company, none of the Company Material IP is subject to any pending or outstanding injunction, directive, order, decree, award, settlement or judgment that would reasonably be expected to restrict the ownership, use, validity, enforceability or scope of any such Intellectual Property.
Schedule 3.16(a) lists all material ------------------------------------ ---------------- licenses, sublicenses and other agreements (each, a "Company Material IP ------------------- Agreement") as to which the Company is a party and pursuant to which the Company --------- is authorized to use Third Party Intellectual Property Rights.
Neither the Company nor any Subsidiary of the Company has received notice from any Person requesting the Company or any Subsidiary of the Company to (nor does the Company have any reason to believe that it or any of its Subsidiaries will be required to) indemnify, defend or hold harmless such Person with respect to any losses resulting from or arising from the Company Material IP.
Since January 1, 2012, neither the Company nor any Subsidiary of the Company has received a written notice from any third party (including any employee or consultant) pursuant to which such third party claims to own or have any right or interest in or to, or to have any right to receive any royalty or other material payment for the Company’s or its Subsidiaries’ use or exploitation of, any Company Material IP.
To the Knowledge of the Company, no Trade Secrets included in the Company Material IP have been disclosed to or used by any Person except pursuant to a non-disclosure agreement which, to the Knowledge of the Company, has not been breached by any such Person.