Inbound IP Contracts definition

Inbound IP Contracts is defined in Section 3.13.2.
Sample 1Sample 2Sample 3
Inbound IP Contracts has the meaning set forth in Section 4.10(c).
Sample 1Sample 2
Inbound IP Contracts. Section 4.15(d)
Sample 1Sample 2

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 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, 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 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 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 as provided in the Inbound IP Contracts, or as otherwise disclosed in Section 3.11(d) of the Company Disclosure Schedule, the Company does not, as of the Closing Date, owe any royalties or other payments to any Person for the use of any Company Intellectual Property Rights 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, or as otherwise disclosed in Section 4.11(d) of the Company Disclosure Schedule, the Company and/or its Subsidiaries do not, as of the Closing Date, owe any royalties or other payments to any Person for the use of any Company Intellectual Property Rights or the manufacture, use, sale, offer for sale, marketing, promotion and/or distribution of any Company Products.


More Definitions of Inbound IP Contracts

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.
Sample 1
Inbound IP Contracts has the meaning given in paragraph 14.23, Part 2 of Schedule 4.
Sample 1
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,
Sample 1
Inbound IP Contracts is defined in Section 0 of this Agreement.
Sample 1
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 xxxxx://xxxxxxxxxx.xxx/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 ...
Sample 1

Related to Inbound 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.

  • 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 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.

  • 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.

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

  • 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);

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

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

  • 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.

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

  • 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.

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

  • IP License Agreement shall have the meaning set forth in Section 1.2.

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

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

  • 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 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.

  • Assumed Contract has the meaning set forth in Section 2.1(b)(iv).

  • IP License means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

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

  • 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 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 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.

  • 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.