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.

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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.

Examples of Inbound Technology Agreements in a sentence

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.
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 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 3.9.4, 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.
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.
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.
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").
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.
Except as provided in Schedule 3.26, the IT Property or IP Rights of the Sellers or the Acquired Subsidiaries or, 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 Purchasers in the Business as currently conducted.
Except for technology licensed under the Inbound Technology Agreements, Seller has not received funding from any Governmental Entity or any academic funding which (a) was used in the development of the Business or the Products; or (b) precludes Buyer from making any desired change to the Business, combining it with other technology or exploiting or marketing it in any manner.

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 -

Inbound Technology Agreements as defined in Subsection 3.9.5.