Outbound IP Contracts definition
Examples of Outbound IP Contracts in a sentence
To the Company’s knowledge, except, with respect to the Intellectual Property Rights licensed by the Company and/or Company Subsidiaries under the Outbound IP Contracts identified in Section 3.17(h) of the Company Disclosure Letter, in each case, to the extent provided in such IP Contracts, none of the Owned Intellectual Property Rights have been licensed to any Person other than the Company or Company Subsidiaries, except in the ordinary course of business.
Except with respect to the Company Intellectual Property Rights licensed (A) to the Company under the Inbound IP Contracts identified on Section 3.11(d) of the Company Disclosure Schedule or (B) by the Company under the Outbound IP Contracts identified on Section 3.11(d) of the Company Disclosure Schedule, in each case, to the extent provided in such Inbound IP Contracts, none of the Company Owned Intellectual Property Rights is in the possession, custody, or control of any Person other than the Company.
Except with respect to the Technology and Intellectual Property Rights licensed under the Outbound IP Contracts identified in Section 3.11(d) of the Sellers’ Disclosure Schedules, the Acquired Companies have not granted any exclusive licenses of Intellectual Property Rights owned or controlled by an Acquired Company to third parties.
None of the Outbound IP Contracts would, after the Closing, obligate the find Purchaser or its Affiliates to license any Intellectual Property other than the Company IP.
Schedule 3.12(g)(ii) of the Disclosure Schedules contains a true and accurate list of all Outbound IP Contracts related to the Business.
The Company Entities possess all rights, title, and interests in and to each material Company Registration, free and clear of any Encumbrance other than Permitted Encumbrances and licenses granted in the Outbound IP Contracts.
As of the date hereof, an applicable Acquired Company is the sole and exclusive legal and beneficial owner of all right, title and interest in and to all Owned Intellectual Property, including the Intellectual Property Rights set forth on Section 4.10(a) of the Company Disclosure Schedule, free and clear of any Encumbrance (including any written restrictions on transfer or licensing) other than Permitted Encumbrances and licenses granted in the Outbound IP Contracts.
Except, with respect to the Company Intellectual Property Rights licensed by the Company under the Outbound IP Contracts identified in Section 3.11(d) of the Company Disclosure Schedule, in each case, to the extent provided in such IP Contracts, none of the Company Intellectual Property Rights is in the possession, custody, or control of any Person other than the Company.
As of the Original Agreement Date, an applicable Acquired Company is the sole and exclusive legal and beneficial owner of all right, title and interest in and to all Owned Intellectual Property, including the Intellectual Property Rights set forth on Section 4.10(a) of the Company Disclosure Schedule, free and clear of any Encumbrance (including any written restrictions on transfer or licensing) other than Permitted Encumbrances and licenses granted in the Outbound IP Contracts.
The Data Room contains complete copies of all Contracts under which Company has, as of the date of this Agreement, licensed or otherwise granted rights (including any covenant not to s▇▇ or similar) in, to, or in respect of, any Company Intellectual Property to any Person (“Outbound IP Contracts”) (provided that Standard Outbound IP Contracts shall be excluded from such Disclosure requirement).