Inbound IP Contracts definition

Inbound IP Contracts is defined in Section 3.13.2.

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Inbound IP Contracts has the meaning set forth in Section 4.10(c).

Inbound IP Contracts means each written Contractual Obligation under which a Target Group Company is granted a license or other right to use any Company IP Rights by any Person besides a Target Group Company (such Intellectual Property Rights, the “Company In-Licensed IP Rights”);

Examples of Inbound IP Contracts in a sentence

• Except as provided in the Inbound IP Contracts and Shrink Wrap Licenses, the Company does not owe any royalties or other payments or otherwise have any liability to any Person for the use of any Intellectual Property Rights or Technology.

• Except as provided in the Inbound IP Contracts, or as otherwise disclosed on Schedule 3.01(t)(iv), the Company does not owe any royalties or other payments to any Person for the use of any Intellectual Property Rights or Technology.

• None of the Inbound IP Contracts or Shrink Wrap Licenses are subject to any transfer, assignment, change of control, site, equipment, or other operational limitations.

• Except, with respect to the Technology and Intellectual Property Rights licensed to the Company under the Inbound IP Contracts (as defined below), to the extent provided in such Inbound IP Contracts, none of the Company Technology or Company Intellectual Property Rights is in the possession, custody, or control of any Person other than the Company.

• Except for the Technology and Intellectual Property Rights licensed to the Group Companies under the Inbound IP Contracts identified on Schedule 3.12(c) of this Agreement and to the extent provided in such Inbound IP Contracts, none of the Company Intellectual Property Rights is in the possession, custody, or control of any third party.

• Except with respect to the Company Intellectual Property Rights licensed (A) to the Company under the Inbound IP Contracts identified on Section 3.11(d) of the Company Disclosure Schedule or (B) by the Company under the Outbound IP Contracts identified on Section 3.11(d) of the Company Disclosure Schedule, in each case, to the extent provided in such Inbound IP Contracts, none of the Company Owned Intellectual Property Rights is in the possession, custody, or control of any Person other than the Company.

• Except as provided in the Inbound IP Contracts, or as otherwise disclosed in Section 3.17(h) of the Company Disclosure Letter, the Company and/or Company Subsidiaries do not, as of the Closing Date, owe any royalties or other payments to any Person for the use of any Material Company Intellectual Property or the manufacture, use, sale, offer for sale, marketing, promotion and/or distribution of any Company Products.

• Except as provided in the Inbound IP Contracts and Shrink Wrap Licenses, the Company does not owe any royalties or other payments for the use of any Intellectual Property Rights or Technology.

• Except for any Technology and Intellectual Property Rights licensed to or used by the Company under any agreements pursuant to which the Company uses or licenses an item of Company Technology or Company Intellectual Property Rights that any Person besides the Company owns (the “Inbound IP Contracts”) and to the extent provided in such Inbound IP Contracts, to Seller’s Knowledge, none of the Company Technology or Company Intellectual Property Rights is owned by any third Person other than the Company.

• Except as provided in the Inbound IP Contracts and Shrink Wrap Licenses, no Acquired Company owes any royalties or other payments or otherwise has any liability to any Person for the use of any Intellectual Property Rights or Technology.

More Definitions of Inbound IP Contracts

Inbound IP Contracts. Section 4.15(d)

Inbound IP Contracts has the meaning given in paragraph 17.23, Part 3 (Sellers’ Operational Warranties) of Schedule 4 (Warranties);

Inbound IP Contracts has the meaning set forth in Section 2.13.4. “Income Tax” means any federal, state, local or non-U.S. income Tax measured by or imposed on net income, including any interest, penalty or addition thereto, whether disputed or not. “Income Tax Return” means any Tax Return relating to Income Tax, including any schedule or attachment thereto. “Indemnification Dispute Notice” has the meaning set forth in Section 8.5. “Indemnification Notice” has the meaning set forth in Section 8.5. “Indemnified Party” means, with respect to any Indemnity Claim: (a) any Buyer Indemnified Person, if such Indemnity Claim arises under Section 8.1 and (b) any Seller Indemnified Person, if such Indemnity Claim arises under Section 8.2. “Indemnifying Party” means, with respect to any Indemnity Claim: (a) Seller, if such Indemnity Claim arises under Section 8.1.1; and (b) Buyer, if such Indemnity Claim arises under Section 8.2. “Indemnity Claim” means a claim for indemnity under Section 8.1 or 8.2, as the case may be. “Independent Accountant” has the meaning set forth in Section 1.5.2. “Intellectual Property Rights” means the entire right, title and interest in and to all intellectual property rights or proprietary rights of every kind and nature however denominated, throughout the world, including: (a) patents, copyrights, mask works, industrial designs, confidential information, trade secrets, database rights and all other proprietary rights in Technology; (b) trademarks, trade names, service marks, service names, brands, trade dress and logos, and the goodwill associated therewith; (c) domain names, social media accounts, rights of privacy and publicity, and moral rights; (d) any and all registrations, applications, recordations,

Inbound IP Contracts means all licences, agreements, authorisations and permissions (in whatever form and whether express or implied) under which the Target Companies use or exploit any Intellectual Property owned by any third party (including the Standard Inbound IP Contracts); “Intellectual Property” means any and all intellectual property and proprietary rights (in any jurisdiction, and whether statutory, common law or otherwise, and whether or not any of these rights are registered, and including applications, renewals and extensions and the right to apply for registration of any such rights), including Patents, Trade Marks, domain names, goodwill and rights in goodwill, database rights, designs and rights in designs, copyrights (including in Software), all inventions (whether patentable or not and whether or not reduced to practice), invention disclosures, trade secrets, know-how, and confidential and proprietary information, and all rights and forms of protection of a similar nature or having equivalent or similar effect; “Open Source Software” means any Software that is distributed as free software or open source software, including any Software that is licensed under any licence described by the Open Source Initiative as set forth at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇.▇▇▇/licenses; “Order” means any order, injunction, judgment, decree, ruling, writ, assessment or other similar binding requirement enacted, adopted, promulgated or applied by any governmental authority to which the Target Companies are subject; “Outbound IP Contracts” means a written contract pursuant to which the Target Companies have granted a customer a non-exclusive, time-limited licence to use or exploit any Target Intellectual Property to the extent necessary to enable the customer to enjoy the full benefit of the products or services provided by the Target Companies, and including the Standard Outbound IP Contracts; “Owned Intellectual Property” has the meaning given in paragraph 28.1; “Patents” means any patents, utility models, and applications, disclosures and drafts relating thereto (and any patents or utility models that issue as a result of such applications) all related reissues, re-examinations, divisions, renewals, extensions, provisionals, continuations and continuations-in-part related to such patents, utility models and applications; “Proprietary Software” means any Software forming part of the Owned Intellectual Property; “Social Media” means any of LinkedIn, Twitter, Facebook, Instagram, YouTube and ...

Inbound IP Contracts means any Business Contract pursuant to which a third Person grants to any Seller any right or license to any material IP, including any IP that is included or imbedded in any Sniffer Products.

Inbound IP Contracts is defined in Section 0 of this Agreement.