Examples of Owned IPR in a sentence
Effective as of Closing, Seller grants to Buyer a non-exclusive, perpetual, irrevocable, royalty free, fully paid up license (without a right to sublicense or transfer except as otherwise set forth in Section 10.02) to use the Shared Owned IPR which is in use in the operation of the Business as currently operated or as operated as of the Execution Date (the “Shared Owned IPR License”).
Buyer shall have no obligation to grant back to Seller or its Affiliates or otherwise make available to Seller or any of its Affiliates any improvements or enhancement to any Shared Owned IPR that may be developed by Buyer following the Closing.
The Target Group Companies have possession or control of the source code of all software in the IT System that constitute Owned IPR and have, in particular, not entered into any source code escrow agreements or similar arrangements.
Each Party grants to the other party a non-exclusive, personal, royalty-free licence during the term of this agreement to use its Owned IPR in relation to a project to the extent necessary for the other Party to carry out its obligations in relation to that project.
The Owned IPR and the conduct of the Business do not infringe against any Intellectual Property Rights or other property right of any other person and no Group Company has received any notice or threat of any claim of infringement by a third party.
To the best of the Company’s knowledge, there are no Claims, challenges, disputes or proceedings, pending or threatened, in relation to or affecting the Business IPR and the Group has not received any notice challenging its complete and exclusive ownership of, or suggesting that any other person has any legal or beneficial claim in, the Owned IPR.
The Business IPR are either: Owned IPR free from any Security Interests; or Licenced IPR.
The Target Group Companies are free from any obligations, restrictions or reimbursements resulting from any government funding, facilities or resources of a university, college or other educational institution, multinational or international organization or research center, and no such university, college or other educational institution, multinational or international organization or research center has any rights to any Owned IPR.
The Owned IPR and Material In-licensed IPR are not challenged (angegriffen) by any third party and, to Sellers Best Knowledge, no challenge has been threatened and there are no circumstances which would give rise to a challenge.
No Intellectual Property Rights other than the Owned IPR are currently used by or proposed to be used or necessary for the Target Group Companies to conduct its business as currently conducted.