Purchaser Owned Intellectual Property definition

Purchaser Owned Intellectual Property means all Intellectual Property that is owned by, purported to be owned by, or created by or on behalf of the Purchaser or any Purchaser Subsidiary, together with all Intellectual Property Rights therein.
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Purchaser Owned Intellectual Property has the meaning given to it in Section 5.19(c);
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Examples of Purchaser Owned Intellectual Property in a sentence

  • Schedule 5.17(a) of the Disclosure Schedule shall also include a true, correct and complete list of all proprietary Software owned or purported to be owned by Purchaser (“Purchaser Software”), in each case, that is included in the Purchaser Owned Intellectual Property and is material to Purchaser or the conduct of the Purchaser’s business.

  • Any Intellectual Property used by Purchaser in the performance of any services under any Contract is, and upon the performance of such Contract remains, owned or in-licensed by Purchaser, and no client, customer or other third-party has any claim of ownership on the Purchaser Owned Intellectual Property.

  • Except as set forth on Schedule 6.9(c), as of the date of this Agreement, and since the Lookback Date, there have been no pending, or threatened in writing, claims (including cease and desist letters, invitations to take a license, and indemnification claims or notices), Proceedings, or litigation related to the Purchaser Owned Intellectual Property.

  • Neither Purchaser nor any of the Purchaser Owned Intellectual Property are subject to any outstanding Order materially adversely affecting the validity or enforceability of, or Purchaser’s ownership or exclusive use of, or exclusive rights in or to, any such Intellectual Property or otherwise restricting or materially adversely affecting Purchaser’s right to own, license or use any Purchaser Owned Intellectual Property.

  • There are no other claims of infringement by Purchaser of any Intellectual Property of any Person, and to the knowledge of Purchaser, no Person has infringed, misappropriated or otherwise violated any Purchaser Owned Intellectual Property.

  • Purchaser owns all right, title, and interest in and to the Purchaser Owned Intellectual Property, free and clear of any Lien (other than Permitted Liens) and has the valid and legally enforceable right to use the Purchaser Licensed Intellectual Property as necessary for or used or held for use in the operation of Purchaser’s business as currently conducted.

  • Purchaser has not used any material open source, free or community Software licensed in such a way that would subject any Purchaser Owned Intellectual Property to Copyleft Terms.

  • Except as would not have a Material Adverse Effect on Purchaser, none of the Purchaser Owned Intellectual Property or Purchaser Licensed Intellectual Property or any registrations therefor have been canceled or adjudicated invalid or unenforceable, or is subject to any outstanding order, judgment or decree restricting its use or adversely affecting or reflecting the rights of Purchaser and its Subsidiaries thereto.

  • All Purchaser Registered Intellectual Property is (i) valid, subsisting, and, to the Knowledge of Sellers, enforceable, and (ii) in full force and effect, and no Purchaser Owned Intellectual Property (or Purchaser Licensed Intellectual Property that is the subject of an exclusive license) is the subject of any challenge, opposition, cancellation or nullity proceeding, Inter Partes Review or reexamination, or interference or written threats to commence the same.

  • Neither the Purchaser nor any Purchaser Subsidiary is in material breach of or default under any Contract relating to the Purchaser Owned Intellectual Property or Purchaser Licensed Intellectual Property and, to the knowledge of Purchaser, no third party is in material breach or default under such Contacts.

Related to Purchaser Owned Intellectual Property

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

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

  • 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.

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

  • 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”).

  • 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.

  • 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.

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

  • 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.

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

  • 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.

  • 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.

  • Company Intellectual Property Agreements means any Contract governing any Company Intellectual Property to which the Company or any Subsidiary is a party or bound by, except for Contracts for Third-Party Intellectual Property that is generally, commercially available software and (A) is not material to the Company or any Subsidiary, (B) has not been modified or customized for the Company or any Subsidiary and (C) is licensed for an annual fee under $5,000.

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

  • Owned Company Intellectual Property means that portion of the Company Intellectual Property and Company Intellectual Property Rights that is owned by the Company Entities.

  • 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.

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

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

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

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

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

  • Intellectual Property Agreement means the agreement in substantially the form set forth as Exhibit B.

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

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

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