Licensed Company IP definition
Examples of Licensed Company IP in a sentence
The Company and its Subsidiaries exclusively own all right, title and interest in the Owned Company IP free and clear of all Liens and have a valid right to use all Licensed Company IP.
Except as would not reasonably be expected to have a Material Adverse Effect on the Company, (i) the Company and its Subsidiaries collectively own all right, title and interest in all Owned Company IP and have a valid right to use all Licensed Company IP, in each case, free and clear of any Liens and (ii) there are no obligations to, covenants to or restrictions from third parties affecting the Company’s or its applicable Subsidiary’s use, enforcement, transfer or licensing of the Owned Company IP.
The consummation of the transactions contemplated by this Agreement and the other Transaction Documents will not result in the termination or impairment of any of the Owned IP, Licensed Company IP or Company Software, except in the event of any failure to obtain a consent listed on Section 3.6(b) of the Disclosure Schedules.
To the knowledge of the Company, the Licensed Company IP that is the subject of a registration with a Governmental Entity is valid, subsisting and enforceable.
Except as set forth in any of the Company IP Agreements, neither the Company nor any of its Subsidiaries has granted any exclusive license under any Owned Company IP or under any Licensed Company IP exclusively licensed to Company, or any licenses to use any Company Source Code (other than any source code escrow obligations contained in any Customer contract entered into in the ordinary course of business consistent with Company’s past practice providing the customer with conditional right of access).