Seller IP definition

Seller IP means all Intellectual Property Rights and Intellectual Property in which the Seller has (or purports to have) an ownership interest or an exclusive license or similar exclusive right.

Seller IP has the meaning set forth in Section 6.19(a).

Seller IP means any and all Intellectual Property (other than GeoSouthern Marks and any software) that is (i) owned (whether beneficially or of record) by Seller or any of its Affiliates (other than the Companies) as of the Closing; (ii) used in the Companies’ business as of the date hereof and (iii) not included in the Company Assets.

Examples of Seller IP in a sentence

• To the best of the Seller’s Knowledge, no Person has infringed, misappropriated, or otherwise violated, and no Person is currently infringing, misappropriating, or otherwise violating, any Seller IP.

• The Seller is not bound by, and no Seller IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Seller to use, exploit, assert, or enforce any Seller IP anywhere in the world.

• Part 2.7(e) of the Disclosure Schedule contains a complete and accurate list and summary of all royalties, fees, commissions, and other amounts payable by the Seller to any Person (other than sales commissions paid to employees according to the Seller’s standard commissions plan) upon or for the sale, or distribution of any Seller Product or the use of any Seller IP.

• The Seller exclusively owns all right, title, and interest to and in the Seller IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f) of the Disclosure Schedule).

• There is no pending or threatened (in writing) Proceeding alleging that any of the Seller IP has infringed or misappropriated any Intellectual Property Right or Technology of any other Person.

More Definitions of Seller IP

Seller IP means any and all IP used, held for use, owned or purported to be owned (in whole or in part) by the Seller or licensed to the Seller, in each case, in connection with the Business.

Seller IP means (i) Owned Seller IP and (ii) Intellectual Property Rights owned by third parties to which Seller has access under Inbound Licenses.

Seller IP is defined in Section 3.16(e)(i).

Seller IP means all Acquired Assets that constitute Intellectual Property or Intellectual Property Rights owned, immediately prior to the Asset Transfer, by the Seller.

Seller IP means, collectively, the Transferred Intellectual Property and the Licensed IP.

Seller IP means all Intellectual Property (including the goodwill of the Selling Entities) owned by the Selling Entities.

Seller IP means all Patents and other Intellectual Property Rights (excluding any Trademarks and Copyrights), in each case, (a) that are owned by Seller or (b) as to which Seller has been granted a license for and that (i) are related to any Specified Program or related to the Transferred Assets or the Exploitation thereof or (ii) were acquired, conceived, reduced to practice or otherwise made or used in connection with any Specified Program or otherwise incorporated in any Specified Program. For the avoidance of doubt, “Seller IP” shall not include any Intellectual Property Rights licensed to Seller through that certain Exclusive (Equity) Agreement by and between Seller and The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University effective as of June 28, 2012 and as amended through the Execution Date.