Intellectual Property Disclosure Schedule definition

Intellectual Property Disclosure Schedule has the meaning assigned in Section 4.22(a).
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Intellectual Property Disclosure Schedule is defined in Section 3.17(a).
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Intellectual Property Disclosure Schedule means Schedule 3.17 hereto.
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Examples of Intellectual Property Disclosure Schedule in a sentence

  • Except as disclosed in part (c) of the Intellectual Property Disclosure Schedule, neither RMT, RMT's subsidiary nor any Signing Holder has entered into any agreement (i) granting any third party the right to bring infringement actions with respect to, or otherwise to enforce rights with respect to, any such Proprietary Right, or (ii) agreeing to indemnify anyone or any entity for or against any interference, infringement, misappropriation or other conflict with respect to any Proprietary Right.

  • Paragraph (k) of the Intellectual Property Disclosure Schedule identifies each contract pursuant to which Jotter or its Subsidiaries have deposited or are required to deposit with an escrowholder or any other Person any Jotter Source Code, and further describes whether the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of any Jotter Source Code.

  • Section (i) of the Intellectual Property Disclosure Schedule (the “Disclosure Schedule”) is a true and complete list of all Company Intellectual Property, and specifies the jurisdictions in which each such Company Intellectual Property has been issued or registered or in which an application for such issuance and registration has been filed, including the respective registration or application numbers and the names of all registered owners.

  • Except as set forth in paragraph (b) of the Intellectual Property Disclosure Schedule, there is no contract with Jotter pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Proprietary Right.

  • Except as set forth on the Intellectual Property Disclosure Schedule, RMT is the owner of, or has the right to use, all right, title, and interest in and to each of the Proprietary Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use, sell, license, sublicense, assign and dispose, in each case without payment to a third party, all of the Proprietary Rights and the products, processes and materials covered thereby.

  • Except as set forth in paragraph (b) of the Intellectual Property Disclosure Schedule, there is no contract with Seller pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Proprietary Right.

  • Except as set forth in Schedule 3.7(a), Jotter has good title to all assets and properties listed on the Jotter Balance Sheet and thereafter acquired, and to all assets referred to in Schedules 3.7 and the Intellectual Property Disclosure Schedule , free and clear of any imperfections of title, lien, claim, encumbrance, restriction, charge or equity of any nature whatsoever, except for the lien of current Taxes not yet delinquent.

  • Except for the directors and executive officers of MDM Intellectual Property, each of whom is listed in Section 4.18 of the MDM Intellectual Property Disclosure Schedule, there are no persons who, to the knowledge of MDM Intellectual Property, may be deemed to be affiliates of MDM Intellectual Property under Rule 1-02(b) of Regulation S-X of the SEC (the “MDM Intellectual Property Affiliates”).

  • Except as set forth in paragraph (b) of the Intellectual Property Disclosure Schedule, Seller is the owner of all right, title, and interest in and to each of the Proprietary Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use, sell, license, sublicense, assign and dispose, in each case without payment to a third party, all of the Proprietary Rights and the products, processes and materials covered thereby.

Related to Intellectual Property Disclosure Schedule

  • 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.

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered by the Seller to the Purchaser in connection with this Agreement.

  • 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.

  • Disclosure Letter means that certain Disclosure Letter, dated as of the Closing Date, executed and delivered by the Borrower to the Administrative Agent, for the benefit of the Lenders.

  • Intellectual Property (IP) means all copyright, rights in relation to inventions (including patent rights and unpatented technologies), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know-how), mask-works and integrated circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

  • 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.

  • 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.

  • Owned Company Intellectual Property means that portion of the Company Intellectual Property and Company Intellectual Property Rights that is owned by the Company Entities.

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

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

  • Intellectual Property License means any license, permit, authorization, approval, contract or consent granted, issued by or with any Person relating to the use of Intellectual Property.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Company Intellectual Property Rights means the Intellectual Property owned or used by the Company or any Company Subsidiary.

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

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

  • Intellectual Property the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Company Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.

  • 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.

  • Owned Intellectual Property Rights means all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

  • Company Intellectual Property means all Intellectual Property that is owned or held for use by the Company.

  • Registered Company Intellectual Property means all patents, patent applications, registered copyrights, applications to register copyrights, registered marks (including trademarks, service marks, and trade dress, to the extent registered), applications to register marks and registered domain names that are owned by the Company or any of its Subsidiaries.

  • Buyer Disclosure Schedule means the disclosure schedule delivered by Buyer to Seller on the date hereof.

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.