Seller Licensed Marks definition

Seller Licensed Marks means the “DAREX” and/or “DAREX AEA” Marks.
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Seller Licensed Marks means: (a) the Marks identified on Schedule 1.85 and (b) the trade dress elements of Related Packaging that are identified on Schedule 1.85.
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Seller Licensed Marks means all Marks owned by Seller and its Affiliates used in the operation of the Business. “Seller Parties” means Seller and the Selling Subsidiaries. “Selling Subsidiary” means (i) ASSIA Argentina, (ii) DZS Brazil and (iii) DZS Spain; provided that if any Subsidiary other than the foregoing is subsequently determined to hold any Purchased Assets, then Seller will cause such Subsidiary to transfer the applicable Purchased Asset to Purchaser in accordance with the terms of this Agreement (including after the Closing Date). Seller will cause each Selling Subsidiary to comply with obligations of the Selling Subsidiaries under this Agreement and the other agreements contemplated hereby. “Software” means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (ii) data, databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (iv) all documentation, including user manuals and other training documentation related to any of the foregoing. “Spanish Employee” means any Employee employed by DZS Spain listed in Schedule 1.1(a). “Spanish Employment Law” means all and any applicable laws in Spain, statutes, directives, recommendations, regulations, notices, codes of practice, guidance notes, judgments, decrees or orders in Spain, relating to or connected with the employment of employees and workers of any nature, their employee representatives/unions, social security, and/or their health and safety. “Subsidiary” means any Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by Seller or (ii) Seller is entitled, directly or indirectly, to appoint a majority of the board of directors or managers or comparable supervisory body of such Person. The term Subsidiary shall include, without limitation and without qualifying in any way the foregoing definition, (i) ASSIA Argentina, (ii) DZS Brazil and (iii) DZS Spain.
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Examples of Seller Licensed Marks in a sentence

  • All rights to Seller Licensed Marks not expressly granted to Buyer or its Affiliates under this Agreement shall remain the exclusive property of Parent and its Affiliates.

  • Buyer shall not (and shall ensure its Affiliates do not) file applications to register any Trademarks or apply for any domain names in any jurisdiction worldwide that are (i) confusingly similar to any of the Seller Licensed Marks or (ii) consist of, in whole or part, any of the Seller Licensed Marks.

  • Buyer shall not (and shall ensure its Affiliates do not) otherwise contest, dispute, or challenge the right, title, and interest of Parent and its Affiliates in and to the Seller Licensed Marks.

  • Except as expressly provided in this Section 5.04, Buyer and its Affiliates shall have no right to use in any way Seller Licensed Marks.

  • Buyer may use the Seller Licensed Domains on the Internet for twelve (12) months after the Closing, solely to redirect Internet users to websites using domain names other than those containing the Seller Licensed Marks.

  • All goodwill and improved reputation generated by Buyer’s or its Affiliates’ use of the Seller Licensed Marks shall inure to the benefit of Parent.

  • Buyer shall not (and shall ensure its Affiliates do not) during the period specified in Section 5.04(a)(iii) otherwise contest, dispute, or challenge the right, title, and interest of Parent and its Affiliates in and to the Seller Licensed Marks.

  • Notwithstanding the foregoing, Purchaser shall have the right to use the Seller Licensed Marks at all times after the Closing (a) as required by applicable law and as may be required to perform any contractual obligations; (b) on internal business and legal documents and items; and (c) in a neutral, non-trademark manner to describe the history of the Business and otherwise as permitted by “fair use” principles.

  • Any and all goodwill generated by use of the Seller Licensed Marks under this Section 5.11(f) shall inure solely to the benefit of Seller, the Seller Parties and their respective Affiliates.

  • In any event, Buyer shall not, and shall cause its Subsidiaries not to, use the Seller Licensed Marks in any manner that would reasonably be expected to damage or tarnish the reputation of Seller or the Seller Parties or the goodwill associated with the Seller Licensed Marks.


More Definitions of Seller Licensed Marks

Seller Licensed Marks has the meaning set forth in Section 5.11(f).
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Seller Licensed Marks means the Trademarks and other proprietary designations of Seller or its Affiliates listed in the Program Agreement as may be modified from time to time in accordance with the Program Agreement, together with the trade name of Seller and any successor Trademarks and proprietary designations that Seller adopts as successors to those listed in the Program Agreement.
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Seller Licensed Marks means the marks set forth in Section 5.9(f) of the Disclosure Schedules.
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Seller Licensed Marks means: (a) the Marks identified on Schedule 1.85 and (b) the trade dress elements of Related Packaging that are identified on Schedule 1.85. 1.86 “Seller Licensed Patents” means: (a) the Patents identified on Schedule 1.86, all Patents that claim priority to any such Patent or from which such Patent claims priority, including all continuations, continuations-in-part, divisionals, reissues, reexaminations, and other Patents issued in connection with any post-grant proceedings related to any such Patent and all foreign counterparts of any of the foregoing and (b) all other Patents owned by the Seller or any of its Affiliates that would be infringed by the conduct of the Business as currently conducted or proposed to be conducted absent a license thereto, but excluding any Patents included in the Transferred Intellectual Property. 1.87 “Seller Name” means Scotts and any variations thereof or logos associated therewith that are used on or in connection with any Brand Extension Product or Related Packaging. 1.88 “Specified Agreements” means the agreements, documents and instruments entered into contemporaneously with execution of this Agreement, including, without limitation (i) the BEA Termination Agreement; (ii) the Commercialization and Technology Termination Agreement; (iii) 8 the Agency Agreement; and (iv) all other agreements, documents and instruments contemplated by each of the foregoing. 1.89 “Straddle Period” has the meaning set forth in Section 2.10(b). 1.90 “Tax” or “Taxes” means (i) any U.S. federal, state or local or non-U.S. net income, gross income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, value-added, transfer or excise tax, windfall profit, severance, production, stamp, unclaimed property, escheat, environmental, gross receipts, severance, occupation, premium, capital stock, social security (or similar), disability, workers’ compensation, registration, estimated or any other tax, custom, duty, governmental fee, withholding, levy, impost or other like assessment or charge of any kind whatsoever, (ii) any interest, penalty, fine, addition to tax or additional amount imposed by any Governmental Authority, in connection with (a) any item described in clause (i), or (b) the failure to comply with any requirement imposed with respect to any Tax Return, and (iii) any liability in respect of any items described in clause (i) or (ii) payable by reason ...
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Related to Seller Licensed Marks

  • Licensed Marks means those MLS GRID and MLS trademarks, service marks, word marks, logos and distinctive marks of all other kinds, if any, set out in Exhibit A as Licensed Marks.

  • Licensed Trademarks means the trademarks, service marks, trade dress, logos and other icons or indicia designated by SCEA in the SourceBook 2 or other Guidelines for use on or in connection with Licensed Products. Nothing contained in this Agreement shall in any way grant Publisher the right to use the trademark "Sony" in any manner. SCEA may amend such Licensed Trademarks from time to time in the SourceBook 2 or other Guidelines or upon written notice to Publisher.

  • Seller Marks has the meaning set forth in Section 6.4.

  • Licensed IP means the Licensed Patents and the Licensed Know-How.

  • Licensed Trademark means those Trademarks set forth on Exhibit A attached hereto and such other Trademarks as may be designated by NovaDel in writing from time to time, and any registrations of the foregoing and pending applications relating thereto.

  • Product Marks has the meaning set forth in Section 9.5.

  • Company Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or any Company Subsidiary or to which the Company or any Company Subsidiary otherwise has a right to use.

  • Licensed Material means the artistic or literary work, database, or other material to which the Licensor applied this Public License.

  • Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

  • Licensed Materials means any materials that Executive utilizes for the benefit of the Company (or any Subsidiary thereof), or delivers to the Company or the Company’s Customers, which (a) do not constitute Work Product, (b) are created by Executive or of which Executive is otherwise in lawful possession and (c) Executive may lawfully utilize for the benefit of, or distribute to, the Company or the Company’s Customers.

  • Product Trademarks means the Trademark(s) to be used by Adapt or its Affiliates or its or their respective Sublicensees for the Commercialization of Products and any registrations thereof or any pending applications relating thereto (excluding, in any event, any trademarks, service marks, names or logos that include any corporate name or logo of the Parties or their Affiliates).

  • Transferred Trademarks means the Trademarks, and applications for Trademarks, included in the Transferred Registered Intellectual Property.

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • 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.

  • 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.

  • Licensed Technology means the Licensed Patents and the Licensed Know-How.

  • Business IP means Intellectual Property Rights that are used in and material to the Acquired Business as currently conducted and as currently proposed to be conducted.

  • End User License means any license terms imposed by any Third Party Vendor on Customers and End Users. “Force Majeure Event” means an event or occurrence:

  • 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.

  • Product Trademark means one or more trademarks or logos that are used for the Commercialization of a Product in the Field in the Territory.

  • End User License Agreement means a license grant or end user license agreement governing software as further described in this Agreement or any applicable Appendix.

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

  • Licensed Patents means (a) all United States patents and patent applications listed in Exhibit A, as modified pursuant to Section 2.6.1, including patents arising from such patent applications; and (b) any re-examination certificates thereof, and their foreign counterparts and extensions, continuations, divisionals, and re-issue applications; provided that “Licensed Patents” will not include any claim of a patent or patent application covering any Manufacturing Technology.

  • Licensed Content means those articles or other parts of a Licensed Title which form part of the content licensed in accordance with the Order (including all content published during the Subscription Period or other period specified in the Order to which access and use rights are granted under this Licence, and including all Previously Subscribed Material).

  • Company IP means all Intellectual Property Rights and Intellectual Property owned by or exclusively licensed to the Company.