Licensed Seller Intellectual Property definition

Licensed Seller Intellectual Property means any Intellectual Property that is licensed by a third party to the Seller or an Affiliate of the Seller (other than the Company or any Subsidiary) that is used by the Company or a Subsidiary as an Affiliate of such licensee in order to operate its Business.
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Licensed Seller Intellectual Property has the meaning set forth in Section 2.12(c)(vi).
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Licensed Seller Intellectual Property means the Intellectual Property Rights owned by Seller and its Affiliates (other than the Transferred Entities) as of the Closing and that have been used, held for use in, or is necessary for the conduct of the Business in the 12-month period immediately preceding the Closing Date, including any Software or documentation owned or developed by Seller and its Affiliates (other than the Transferred Entities) and used, held for use in, or is necessary for the conduct of the Business in the 12-month period immediately preceding the Closing Date, but, in each case, excluding the Names. "Lien" means any charge, easement, lien, mortgage, pledge, security interest, or similar encumbrance of any kind, other than restrictions on transfer arising under applicable securities Laws.
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Examples of Licensed Seller Intellectual Property in a sentence

  • None of the Seller Intellectual Property other than the Licensed Seller Intellectual Property, and, to the Knowledge of the Seller, none of the Licensed Seller Intellectual Property, is the subject of any Order.

  • For the medium term, collection rates for the various services are assumed as follows: • Property rates: 88.7%, 89% and 89.4%• Electricity supply: 96.7%, 96.4% and 96.5%• Water and sanitation: 88.1%, 88.2% and 88.3%• Refuse removal: 80.2%, 80.3% and 80.4% The overall budgeted collection rate is 92.3%, 92.7% and 93% for 2012/13, 2013/14 and 2014/15 respectively.

  • The Seller has a license or the valid right to use, pursuant to a Contract, all Licensed Seller Intellectual Property.

  • No Seller Party has provided Transferred Intellectual Property Rights or Licensed Seller Intellectual Property to any Governmental Authority, under Contract or otherwise, in any manner that gives such Governmental Authority any additional or different rights than those contained in the Seller’s standard form terms of sale.

  • Immediately after the Closing, the Buyer will have a good and valid license, or the right to use all Licensed Seller Intellectual Property, free from any Security Interest and on the same terms and conditions as in effect prior to the Closing.

  • Buyers and their Affiliates (including the Acquired Companies) shall own the new incremental portion of any derivative works based on the Licensed Sellers Intellectual Property created by Buyers or their Affiliates (including the Acquired Companies) following the Closing (for the avoidance of doubt, Buyers and their Affiliates (including the Acquired Companies) shall not own the underlying Licensed Seller Intellectual Property or the derivative work as a whole).

  • To Seller’s knowledge, there is no unauthorized use, infringement, or misappropriation by any Person of any Transferred Intellectual Property Rights or Licensed Seller Intellectual Property owned by any Seller Party.

  • Each item of Licensed Seller Intellectual Property is either (i) owned solely by a Seller Party free and clear of any Liens (other than Permitted Liens and other liens that would not prevent or limit the grants of license made or purported to be made in the IPMA), or (ii) rightfully used and authorized for use by the Seller Parties pursuant to a valid and enforceable written license.

  • Buyer acknowledges that the Licensed Seller Intellectual Property is the Confidential Information of Seller.

  • All amounts payable by any Seller Party to consultants and former consultants involved in the development of any Transferred Intellectual Property Rights or Licensed Seller Intellectual Property owned or purported to be owned by any Seller Party have been paid in full.


More Definitions of Licensed Seller Intellectual Property

Licensed Seller Intellectual Property has the meaning set forth in Section 2.13(b) of the Agreement.
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Related to Licensed Seller 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.

  • 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.

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

  • 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”).

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

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

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

  • 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.

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

  • 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 Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

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

  • 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).

  • 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.

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

  • 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 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.

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

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • Third Party Intellectual Property means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.

  • 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 Assets means all Intellectual Property that is owned by Seller and used in or necessary for the conduct of the Business as currently conducted.

  • New Intellectual Property means any Intellectual Property that arises out of, or is created in the course of, the performance of the Contract.

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