Licensed Retained Intellectual Property definition

Licensed Retained Intellectual Property has the meaning set forth in Section 7.2(a).
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Licensed Retained Intellectual Property means any Retained Intellectual Property licensed to Garden Care Bidco Limited under the IP Licence or the Trade Xxxx Licence;
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Licensed Retained Intellectual Property means the Deutsche Bank Intellectual Property identified on Section 5.18 of the Seller Disclosure Schedule.
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Examples of Licensed Retained Intellectual Property in a sentence

  • No right is granted to use, manufacture, make, sell, distribute, publicly display, publicly perform, or otherwise practice or exploit the Licensed Retained Intellectual Property other than in connection with the Consulting Business.

  • If Consulting or its Subsidiaries are in breach or default of a material term of this Section 7.2 which breach or default continues for sixty (60) days after written notice thereof by KPMG, KPMG may terminate the license granted pursuant to this Section 7.2, provided that such termination shall be limited to those Licensed Retained Intellectual Property rights that relate to the uncured breach.

  • If Consulting or its Subsidiaries sell, assign, transfer or otherwise divests themselves of ownership of any business units or services that use the Licensed Retained Intellectual Property, the licenses granted in this Section 7.2 may be assigned, but only with respect to the divested businesses or services that are substitutes for or line extensions of such services, and only with the written consent of KPMG, which consent shall not be unreasonably withheld.

  • Consulting and its Subsidiaries acknowledge that, subject to the foregoing license, KPMG and the Retained Subsidiaries are the sole and exclusive owners of all of right, title and interest in and to the Licensed Retained Intellectual Property.

  • Consulting and its Subsidiaries agree that they will do nothing inconsistent with KPMG’s and the Retained Subsidiaries’ ownership of, or rights in, the Licensed Retained Intellectual Property.

  • Where applicable, the Council reserves the right for it to refuse to admit to the Council’s Site(s) any person, employed or engaged by the Provider or a Sub-Contractor, whose admission would, in the opinion of the Council present a risk to the Council, any third party or the Council’s property and shall not be obliged to give any reasons for such refusal.

  • The duration of the license granted under Article 2.1(c) shall commence upon the Effective Date and continue in perpetuity; provided that as Licensed Retained Intellectual Property expires, for example, by the expiration or lapse of a patent, the license specified in Article 2.1(c) shall cease to include the expired or lapsed patent.

  • Notwithstanding the foregoing, the Licensed Retained Intellectual Property shall not include, and no right is granted under this Section 7.2 with respect to, (i) any trademark, trade name, service xxxx, service name, slogan, logo, any registration of any of the foregoing, or any application for registration of any of the foregoing, or (ii) Retained Intellectual Property that the Consulting Business uses solely to support or provide services to KPMG or the Retained Business.

  • Licensor warrants that it is the owner of the Trademark and Licensed Retained Intellectual Property and that is has the right to grant the license in Articles 2.1(a) and 2.1(c) on the terms and conditions of this License Agreement.

  • The most sensitive variable for de- centering is M1 in the Z-direction which can be decentered about 100 m according to the vertical image size requirement.


More Definitions of Licensed Retained Intellectual Property

Licensed Retained Intellectual Property means any Retained Intellectual Property licensed to Garden Care Bidco Limited under the IP Licence or the Trade Xxxx Licence; “Local Transfer Document” has the meaning given to it in Clause 2.3 (a); “Long Stop Date” means 6 October 2017 or such other date as the Parties may agree in writing; “Loss” or “Losses” means all losses, liabilities, actions and claims, including charges, costs, damages, fines, penalties, interest and all legal and other professional fees and expenses, including, in each case, all related Taxes; “Material Contract” means any contract to which a Group Company or a Business Seller is a party to, or bound by, which for the previous financial year had, or for the current financial year is expected to have, revenue or expenditure of more than EUR 500,000 per annum; “Material Environmental Contracts” means all contracts, agreements, binding obligations or covenants which concern (in whole or in part) a Hazardous Substance, the protection of, or prevention of harm to, the Environment or the carrying out of any Remedial Action and which are, or are likely 11 to be, material to any Group Company or Group Business’s business, profits, assets (including properties) or prospects; “Material IP Licences” has the meaning set out in paragraph 18.7 of Schedule 3 (Warranties); “Moveable Assets” means the furniture, trade utensils, computer hardware and peripherals, telecommunications equipment and infrastructure, other information technology related to plant and equipment, plant and machinery, vehicles and other equipment and other chattels (whether or not physically located at the Properties) which are owned by a member of the Seller’s Group and used predominantly in relation to the Group Businesses including but not limited to those items listed in Schedule 17; “Monsanto” means the Monsanto Company; “Monsanto Supply Agreement” means the glyphosate supply agreement between Scotts France SAS and Monsanto International S.A. dated 31 March 2005; “New Project IP” means all Intellectual Property owned by any member of the Purchaser Group arising out of, or in connection with, the New Projects whether prior to Completion or in the nine months post-Completion, including:
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Licensed Retained Intellectual Property means the Intellectual Property owned by Licensor that is used in the Businesses prior to Closing, but not used primarily in the Businesses, except that Licensed Retained Intellectual Property shall not include the Excluded Assets.
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Related to Licensed Retained Intellectual Property

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

  • Licensed Intellectual Property means all Intellectual Property in which the Company holds any rights or interests granted by other Persons, including Seller or any of its Affiliates.

  • Joint Intellectual Property means, collectively, Joint Know-How and Joint Patents.

  • Assigned Intellectual Property has the meaning set forth in Section 2.1 (Assigned Intellectual Property).

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

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

  • Company Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company, in whole or in part.

  • Foreground Intellectual Property means all Intellectual Property developed by either Party pursuant to this Agreement;

  • Joint Intellectual Property Rights means any work under the Subcontract, which:

  • 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.

  • 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;

  • 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.

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • Product Intellectual Property means all of the following related to a Divestiture Product (other than Product Licensed Intellectual Property):

  • Background Intellectual Property means all Intellectual Property introduced and required by either Party to give effect to their obligations under this Agreement owned in whole or in part by or licensed to either Party or their affiliates prior to the Commencement Date or developed after the Commencement Date otherwise pursuant to this Agreement;

  • Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

  • 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.

  • Background Intellectual Property Rights means all Intellectual Property Rights owned, controlled, obtained, or licensed by a Party at any time prior to or after the term of this Agreement, or arising from development of Technology created independently of this Agreement.

  • Scheduled Intellectual Property has the meaning set forth in Section 4.15(a).

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

  • Business Intellectual Property Rights means (a) the Intellectual Property Rights owned or licensed by the Group Companies and (b) any other Intellectual Property Rights owned or licensed by Seller or any of its other Subsidiaries and used solely in the conduct of the Business.

  • CREFC® Intellectual Property Royalty License Fee With respect to each Mortgage Loan (including any REO Mortgage Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC.

  • 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.

  • Project Intellectual Property means any Intellectual Property created under, or otherwise in connection with the Project.

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

  • Parent Intellectual Property means the Intellectual Property used in the operation of the business of each of Parent and its Subsidiaries as presently conducted.