Examples of Subsidiary Intellectual Property in a sentence
Notwithstanding anything to the contrary contained in this Agreement, at and following the Closing, Buyer’s and the Transferred Subsidiaries’ right, title and interest in and to the Transferred Intellectual Property and Transferred Subsidiary Intellectual Property shall be subject in all respects to the terms and conditions of the Ancillary Agreements, including the Intellectual Property Agreement.
Schedule 2.21 sets forth all patents, ------------ --------------------- ------------- trademarks, service marks, trade names, copyrights, domain names, franchises and licenses, all royalties and license agreements, all applications therefor, and all other rights with respect to the foregoing owned or used by the Company or any Subsidiary ("Intellectual Property").
Neither Seller nor any of Seller’s Subsidiaries licenses from any present or, to Seller’s Knowledge, former employees, officers or directors of Seller or any of Seller’s Subsidiaries, any Transferred Subsidiary Intellectual Property Rights which are necessary for the conduct of the business of the Transferred Subsidiaries.
To the Knowledge of NCNG, no Person is infringing upon any NCNG or Subsidiary Intellectual Property material to NCNG's or any Subsidiary's business as currently conducted.
Except for off-the-shelf software programs (including but not limited to word processing and spreadsheet programs) and except as set forth on Schedule 3.15, each Transferred Subsidiary owns or has a right to use all the Transferred Subsidiary Intellectual Property Rights held or used by it free and clear of any Liens, other than Permitted Liens, and free from any requirement of any past, present or future royalty payments, license fees, charges or other payments.
Section 2.12 of the Disclosure Schedule lists all registered Company and Subsidiary Intellectual Property.
None of the Seller Entities nor any Acquired Entity has granted any exclusive licenses under any Assigned Intellectual Property or the Acquired Subsidiary Intellectual Property.
To the Knowledge of Seller, none of the former or present employees, officers or directors of Seller or any of its Subsidiaries holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Transferred Subsidiary Intellectual Property Rights.
XXXX Xxxxxx owns or has the right to use all Subsidiary Intellectual Property necessary for XXXX Xxxxxx to conduct its business as presently conducted, which Subsidiary Intellectual Property is listed on Section 2.14(e)(ii) of the Disclosure Schedule.
All Subsidiary Intellectual Property is either owned by Subsidiary free and clear of any adverse claim of any nature of any third party or the subject of an appropriate license agreement pursuant to which Subsidiary has the right to make, use, sell, import, export and disclose such Intellectual Property, including without limitation commercial exploitation of such Intellectual Property.