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.
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 CONFIDENTIAL TREATMENT REQUESTED
Sample 1

Examples of Inbound Technology Agreements in a sentence

  • 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).

  • Except as set forth on Schedule 3.12 and except for the Inbound Technology Agreements and Outbound Technology Agreements, there is no agreement to which Seller, with respect to the Purchased Assets, is a party or, to Seller’s knowledge by which it is otherwise bound, nor any judgment, injunction, order or decree affecting the Purchased Assets which prohibits or limits the scope of development or marketing of the Products.

  • In no instance has the eligibility of the Assigned Intellectual Property (excluding the portions licensed under the Inbound Technology Agreements) for protection under applicable Law been forfeited to the public domain for any reason.

  • 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.

  • 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.

  • Sellers and the Acquired Subsidiaries own, or, subject to the Inbound Technology Agreements, are licensed or otherwise possess legally enforceable rights to use, the IT Property to conduct the Business as currently conducted, and to make, sell, 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.

  • In no instance has the eligibility of the IT Property (excluding the portions licensed under the Inbound Technology Agreements) and the IP Rights for protection under applicable Law been forfeited to the public domain for any reason.

  • Except for rights licensed to Seller pursuant to the Inbound Technology Agreements, the Products do not contain any intellectual property created by any Person other than past or current employees of, or consultants to, Seller ("Contributors").

  • Except for portions licensed pursuant to the Inbound Technology Agreements or rights granted pursuant to the Third Party Agreements, Seller holds valid and enforceable IP Rights that may be asserted, and are sufficient, to legally prevent any Person other than Seller from reproducing, manufacturing, distributing, selling, licensing, leasing or otherwise conveying or exploiting for commercial purposes, the Products.


More Definitions of Inbound Technology Agreements

Inbound Technology Agreements as defined in Subsection 3.9.5.
Sample 1
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

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 license agreement with respect to certain Excluded Intellectual Property, substantially in the form of Exhibit B attached hereto.

  • 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).

  • 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 or proposed to be conducted to which Seller is a party, beneficiary or otherwise bound.

  • IP License Agreement means the Intellectual Property License agreement set forth as Exhibit E hereto.

  • 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 and the Licensor Know-How.

  • 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 to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • 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.