Owned IPR definition
Examples of Owned IPR in a sentence
There has been no moral rights assertion (under the Copyright, Designs and Patents Act 1988) or any similar rights assertion made in relation to the Owned IPR nor, as far as the Sellers are aware, any circumstances likely to give rise to any such assertion.
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.
To the best of the Company’s knowledge, there has been no information, act or omission that would: prevent or adversely affect the registration of any Owned IPR which are the subject of an application for registration; or permit another person to seek cancellation of, rectification of or other amendment to the registration of any Owned IPR that is registered.
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.
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 Target Group Companies have properly maintained and are continuing until the Closing to properly maintain the Owned IPR, in particular to apply in a timely manner for renewals and to pay when due all registration fees.
The Company Entities have not encumbered or placed limitations on any Owned IPR or the Company Entities’ use thereof, except for Permitted Liens, and non-exclusive licenses granted by the Company Entities (expressly or implicitly) in the Ordinary Course of Business in connection with the sale, lease or transfer of finished products or services to customers.
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.
Except as otherwise disclosed in the Disclosure Letter, the Target Group Companies are the unrestricted legal and beneficial owner of the Owned IPR and no Owned IPR is (i) encumbered with any rights or licensed out to any third party or (ii) subject to any non-registered or otherwise pending transfer or other disposition or any sale, contribution or other contractual arrangement creating an obligation to transfer or to create, change or abolish any encumbrances.
The Company is not subject to any outstanding Order that would restrict its use of any Technology, Intellectual Property Rights or IT Systems as used, sold or licensed in the Business or that are otherwise necessary for the conduct of the Business, or would impair the validity or enforceability of any Company Owned IPR.