Inbound Technology Agreements definition

Inbound Technology Agreements as defined in Section 3.9.5. “Indemnitee” as defined in Section 9.4. “Indemnitor” as defined in Section 9.4. “Inventory” as defined in Section 2.1.7. “Minimum Claim Amount” as defined in Section 9.2. “Negotiation Period” as defined in Section 6.14. “Offset Amount” as defined in Section 2.7.1. “Offset Dispute” as defined in Section 2.7.1. “Organizational Documents” as defined in Section 3.1. “Outbound Technology Agreements” as defined in Section 3.9.6. “Payment Due Date” as defined in Section 2.7.1. “Post-Closing Consideration” as defined in Section 2.7.1. “Prepaid Expenses” as defined in Section 2.1.8. “Purchased Assets” as defined in Section 2.1. “Purchase Price Allocation Schedule” as defined in Section 2.6. “Permits” as defined in Section 2.1.5. “Restrictive Covenants” as defined in Section 6.10.2. “Retained Claims” as defined in Section 2.4.4. “Second Milestone Date” as defined in Section 2.7.2. “Second Option Period” as defined in Section 2.7.2. “Second Sale Notice” as defined in Section 2.7.2. “Seller” as defined in the preamble to this Agreement. “Seller Fundamental Representations” as defined in Section 9.1. “Seller Indemnified Parties” as defined in Section 9.3. “Seller Inventory Trademarks” as defined in Section 6.13. “Soothe® Terms” as defined in Section 6.14. “Third Party Negotiation Period” as defined in Section 6.14. “Third Party Sale” as defined in Section 6.14. “Trademarks” as defined in Section 3.10.2. “Transfer Taxes” as defined in Section 6.5.
Sample 1Sample 2
Inbound Technology Agreements as defined in Section 3.9.5. “Indemnitee” as defined in Section 9.4. “Indemnitor” as defined in Section 9.4. “Inventory” as defined in Section 7.1.8. “Minimum Claim Amount” as defined in Section 9.2. “Monthly Soothe® Net Sales Calculation” as defined in Section 5.7. “Organizational Documents” as defined in Section 3.1. “Outbound Technology Agreements” as defined in Section 3.9.6. “Permitted Announcements” as defined in Section 6.3. “Prepaid Expenses” as defined in Section 2.1.8. “Purchased Assets” as defined in Section 2.1. “Purchase Price Allocation Schedule” as defined in Section 2.6. “Permits” as defined in Section 2.1.5. “Restrictive Covenants” as defined in Section 6.10.2. “Retained Claims” as defined in Section 2.4.4. “Seller” as defined in the preamble to this Agreement. “Seller Bring Down Representations” as defined in Section 7.11. “Seller Fundamental Representations” as defined in Section 9.1. “Seller Indemnified Parties” as defined in Section 9.3. “Seller’s Return Policy” as defined in Section 3.19. “Trademarks” as defined in Section 3.10.2. “Transfer Taxes” as defined in Section 6.5.
Sample 1
Inbound Technology Agreements as defined in Subsection 3.9.5.
Sample 1

Examples of Inbound Technology Agreements in a sentence

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  • We aimed to identify the biological, chemical and physical factors which contribute to this variability and to arrive at a new parameterisation of nitrification suitable for incorporation into marine ecosystem models.

  • Except for portions licensed pursuant to the Inbound Technology Agreements or rights granted pursuant to the Outbound Technology Agreements, to Seller’s knowledge, Seller holds valid and enforceable IP Rights in and to all of the Purchased Assets (including all of the Assigned Intellectual Property).

  • The Assigned Intellectual Property and, to Seller’s knowledge, the right of any third party licensor to the intellectual property licensed pursuant to the Inbound Technology Agreements, are not subject to any outstanding settlement agreement, order, ruling, decree, judgment, or stipulation preventing their use by Buyer after the Closing Date.

  • Except as set forth on Schedule 3.9.4, Seller owns all right, title and interest in and to the Purchased Assets or, under the Inbound Technology Agreements is, to Seller’s knowledge, licensed legally enforceable rights to use the Purchased Assets and to make, have made, sell, offer to sell, import, license and distribute the Products.

  • Seller owns all right, title and interest in and to the Purchased Assets or, under the Inbound Technology Agreements, is licensed legally enforceable rights to use the Purchased Assets to conduct the ISV-403 Development as currently conducted and, to its Knowledge, to make, sell, license and distribute the Products in the United States and, to the actual knowledge of Seller, without inquiry or investigation, outside the United States.

  • With respect to any portions of the Business not developed by Seller ("Inbound Technology"), Seller has written agreements providing Seller with licenses or other rights to develop, market, distribute, sell, license, use or otherwise exploit the Inbound Technology to the extent provided in such agreements (collectively, the "Inbound Technology Agreements"), each of which is described on Schedule 3.10.

  • Seller owns, or, subject to the Inbound Technology Agreements, is licensed or otherwise possesses legally enforceable rights to use, the IT Property to conduct the Business as currently conducted, and to make, sell, license and distribute the Products.

  • In no instance has the eligibility of the IT Property (excluding the portions licensed under the Inbound Technology Agreements) and the IP Rights therein for protection under applicable U.S. copyright Law been forfeited to the public domain by omission of any required notice or marking, or inclusion of any false marking or any other reason where such forfeiture would have a Material Adverse Effect on the Business.

  • The Assigned Intellectual Property and, to the Knowledge of Seller, the right of any third party licensor to the intellectual property licensed pursuant to the Inbound Technology Agreements, are not subject to any outstanding settlement agreement, order, ruling, decree, judgment, or stipulation preventing their use by Buyer in the ISV-403 Development.


More Definitions of Inbound Technology Agreements

Inbound Technology Agreements as defined in Subsection 3.10.6. "Indemnitee" as defined in Section 9.5. "Indemnitor" as defined in Section 9.5. "Inventory" as defined in Subsection 2.1.3. "Lease Assignments" as defined in Subsection 6.12.2. "Lease Transfer" as defined in Subsection 6.12.2. "Letter Agreement" as defined in Section 6.6. "Material Leases" as defined in Section 3.15. "Master Space Sharing Agreement" as defined in Subsection 6.12.3. "Non-U.S. Benefit Plans" as defined in Subsection 3.30.12. "OSHA" as defined in Subsection 3.25.8. "Outbound Technology Agreements" as defined in Subsection 3.10.7. "Permits" as defined in Section 3.28. "Permitted Encumbrances" as defined in Section 3.14. "Personal Property Leases" as defined in Subsection 2.1.6. "Products" as defined in Subsection 3.10.2. "Project Agreements" as defined in Subsection 3.10.8. "Purchase Price Allocation Schedule" as defined in Section 2.6. "RCRA" as defined in Section 3.31. "Real Estate Leases" as defined in Section 3.19. "Release" as defined in Section 3.31. "Retained Claims" as defined in Subsection 2.4.12. "SBU Financial Statements" as defined in Section 3.6. "Seller Entities" as defined in Section 3.31. "Sellers" as defined in Section 2.1. "Services Agreement" as defined in Section 3.9. - 9 -
Sample 1
Inbound Technology Agreements as defined in Section 3.9.5. “Indemnitee” as defined in Section 9.4. “Indemnitor” as defined in Section 9.4. “Inventory” as defined in Section 7.1.8. Execution Version
Sample 1

Related to Inbound Technology Agreements

  • License Agreements shall have the meaning set forth in Section 8.11 hereof.

  • Technology License Agreement means the agreement in the form of Exhibit H hereto.

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

  • Background Technology means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 14.1, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third Party or any Law or incurring any payment obligation to any Third Party. Background Technology must: (a) be identified as Background Technology in the Statement of Work; and (b) have been developed or otherwise acquired by Contractor prior to the date of the Statement of Work, or have been developed by Contractor outside of its performance under the Statement of Work. Background Technology will also include any general consulting tool or methodology created by Contractor, which will not be required to be identified in the Statement of Work.

  • Patent License Agreement means the Patent License Agreement substantially in the form of Exhibit C.

  • Customer Technology means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.

  • Company License Agreements means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

  • Trademark License Agreement means that certain Trademark License Agreement in substantially the form attached hereto as Exhibit F.

  • End User License Agreement means a license grant or end user license agreement governing software as further described in this Agreement or any applicable Appendix.

  • Intellectual Property Agreement means the agreement in substantially the form set forth as Exhibit B.

  • License Agreement means the agreement between SAP (or an SAP SE Affiliate, or an authorized reseller) under which Customer procured the rights to use SAP Software or a Cloud Service.

  • Technology Rights means BOARD's rights in any technical information, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques, software, designs, drawings or data created by the inventor(s) listed in Exhibit I at UTMDACC before the EFFECTIVE DATE, which are not claimed in PATENT RIGHTS but that are necessary for practicing PATENT RIGHTS.

  • Software License Agreement means the Motorola Software License Agreement (Exhibit A).

  • SAP Technology Solution(s means SAP NetWeaver Foundation for Third Party Applications, SAP Business Technology Platform (excluding when used solely as a Connectivity App between an SAP Application and ERP), SAP Signavio Solutions and SAP Process Insights (including any renamed, prior and/or successor versions of any of the foregoing made generally available by SAP if any but excluding when any of the foregoing are used as a User Interface for ERP.

  • 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.

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

  • Sublicense Agreement means any agreement or arrangement pursuant to which Licensee (or an Affiliate or Sublicensee) grants to any third party any of the license rights granted to the Licensee under the Agreement.

  • Licensor Technology means the Licensor Patents, the Licensor Know-How, Licensor Materials, and Non-Patent Rights Controlled by Licensor or its Affiliates embodied in Licensor Know-How or Licensor Materials.

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • 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.

  • Licensed Intellectual Property Rights means any Intellectual Property Rights owned by a third party that a Person has a right to use, exploit or practice by virtue of a license grant, immunity from Legal Action or otherwise.

  • Company Technology means all Technology used in or necessary for the conduct of the business of the Company or any of its Subsidiaries, or owned or held for use by the Company or any of its Subsidiaries.

  • Third Party Agreements means any Contract between or among a Party (or any member of its Group) and any other Persons (other than the Parties or any member of their respective Groups) (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Versum Assets or Versum Liabilities, or Air Products Retained Assets or Air Products Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II).

  • Supply Agreements has the meaning set forth in Section 7.1.

  • Proprietary Technology means the technical innovations that are unique and

  • IP means Internet Protocol.