Target IP Assets definition

Target IP Assets has the meaning set forth in Section 3.10.
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Target IP Assets means any and all inventions (whether patentable or not), invention disclosures, works of authorship (including but not limited to Software), industrial designs, improvements, trade secrets, confidential information, databases, data collections and compilations, proprietary information, know how, process technology, plans, drawings, blueprints, technical data, customer lists, customer databases, software (in source and object code form), and products, as well as all documentation relating to any of the foregoing, and trademarks, service marks, domain names, and logos owned by Target or used by Target in the conduct of its business or otherwise by Target.
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Target IP Assets means any and all Technology Assets owned or purported to be owned by or licensed to Target.
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Examples of Target IP Assets in a sentence

  • The Surviving Corporation and the Acquiror shall be able to exercise the rights and privileges of the of the Target IP Rights, Target IP Assets, Licensed IP Rights and Licensed IP Assets after the transactions contemplated herein in the same manner as the Target and its Subsidiaries prior to such transaction.

  • Target is not subject to any agreement that restricts the use, transfer, delivery or licensing by Target of such wholly owned Target IP Rights or Target IP Assets and has not covenanted or agreed to forbear asserting any such Target IP Rights.

  • Target and its Subsidiaries have good and valid title to all of such Target IP Rights and the Target IP Assets free and clear of any Encumbrance (except as contained in non-exclusive licenses granted by Target or any of its Subsidiaries).

  • Except as indicated in Section 3.11(b)(vii) of the Target Disclosure for each Target IP Rights or Target IP Assets licensed from third parties, the Target holds a valid, fully paid, and non-royalty bearing license from such third parties.

  • All Target IP Rights or Target IP Assets indicated as wholly owned by the Target pursuant to Section 3.11(b) of the Target Disclosure Schedule were developed using the private funds of Target.

  • Neither Target nor any of its Subsidiaries is subject to any agreement that restricts the use, transfer, delivery or licensing by Target or its Subsidiaries of such Target IP Rights or the Target IP Assets and, other than as contained in non-exclusive licenses granted by Target or any of its Subsidiaries listed on Section 3.10(b)(i-iii) of the Target Disclosure Schedule, neither Target nor any of its Subsidiaries has covenanted or agreed to forbear asserting any such Target IP Rights.

  • The Group Companies have taken commercially reasonable steps to prevent the introduction of Viruses into Target IP Assets.

  • Without limiting the generality of the foregoing, Target has secured valid, written assignments from all Contributors of their rights to any and all contributions made by such Contributors to the Target IP Assets, which contributions and all Intellectual Property Rights related thereto the Target did not fully own by operation of law prior to such assignment.

  • The Target IP Assets and Target IP Rights, and the Licensed IP Assets and Licensed IP Rights, comprise all the Technology Assets and Intellectual Property Rights necessary for the conduct of the Target Business and comprise all the Technology Assets and Intellectual Property Rights used or proposed as of the date of this Agreement to be used in the conduct of the Target Business.

  • Xxxxxxxx 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 If to Parent: Industrial Data Systems Corporation Attn: Xxxxxxx X.


More Definitions of Target IP Assets

Target IP Assets means any and all inventions (whether patentable or not), invention disclosures, works of authorship (including but not limited to software), industrial designs, improvements, trade secrets, confidential information, databases, data collections and compilations, proprietary information, know how, process technology, plans, drawings, blueprints, technical data, topography, customer lists, customer databases, software (in source and object code form), and Target Products, as well as all documentation relating to any of the foregoing, and trademarks, service marks, domain names, and logos, which assets are either owned by Target or any of its Subsidiaries or are used or proposed as of the date of this Agreement to be used by Target or any of its Subsidiaries in the conduct of the Target Business.
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Target IP Assets means any and all Technology Assets owned (or purported to be owned) by any of the Group Companies (other than the Excluded Assets). Solely for purposes of the representations and warranties of this Section 3.14 (including, without limitation, the non-infringement representation, the ownership warranties, the open source warranties, the power and authority to grant the rights warranties, the no conflicts warranties, and the no virus warranties), the Excluded Assets that are licensed to Purchaser and its Affiliates under the License Agreement will be considered to be Target IP Assets and within the Target Business.
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Related to Target IP Assets

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • 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.

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

  • 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.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • 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”).

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Acquired Assets has the meaning set forth in Section 2.1.

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

  • distributed ledger technology or ‘DLT’ means a technology that enables the operation and use of distributed ledgers;

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

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

  • Company IP Rights means all Intellectual Property owned, licensed, or controlled by the Company or its Subsidiaries that is necessary for or used in the operation of the business of the Company and its Subsidiaries as presently conducted.

  • Target Assets means the types of assets invested in by the Company, subject to, and including any changes in, the Investment Guidelines.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • 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.

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

  • 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.

  • 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.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

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

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Pre-Existing Intellectual Property means intellectual property developed prior to or outside the scope of this Contract, and any derivatives of that intellectual property.