Transferor Intellectual Property definition

Transferor Intellectual Property means any and all Technology and any and all Intellectual Property Rights, including Transferor Registered Intellectual Property Rights (as defined in Section 3.11(a) below), that is or are owned (in whole or in part) by or licensed to either Transferor and is necessary for the conduct of, or primarily used in, the Business, or for which Astral has directly or indirectly obtained a covenant not to be sued.
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Examples of Transferor Intellectual Property in a sentence

  • The shepherd was often portrayed as the self-sacrificing care taker of sheep who was dedicated to their well- being brought back strays, and kept them safe from many dangers in the world ( 1 Sam 17:34-35; Ps 23:2).

  • Without limiting the foregoing, to the extent that any Patents would otherwise be infringed by any product or services of Astral, such Patents constitute Transferor Intellectual Property.

  • To the knowledge of Transferors, the Transferor Intellectual Property has not been adjudged invalid or unenforceable in whole or part.

  • Without limiting the foregoing, Transferors have not entered into any agreement under which any Transferor is restricted from selling, licensing or otherwise distributing any of its technology (including any Transferor Intellectual Property) or products to or providing services to, customers or potential customers or any class of customers, in any geographic area, or in any segment of the market.

  • No Transferor has received from any third party a communication alleging that any Transferor Intellectual Property is invalid or unenforceable in whole or part.

  • Transferors do not jointly own, license or claim any right, title or interest with any other Person of any Intellectual Property Rights, and no current or former officer, director, stockholder, employee, consultant or independent contractor of Transferors have any right, title or interest in, to or under any Transferor Intellectual Property or Transferor Technology that has not been irrevocably assigned or transferred to Transferors.

  • Lister’s justification for public reason liberalism draws us into this comparison between alternative models of political community.

  • Except as set forth in Section 3.11(d) of the Transferors’ Disclosure Letter, Transferors are the exclusive owner or exclusive licensee of all Transferor Intellectual Property.

  • By considering all of these aspects, a main flow tool can choose the cell most applicable to a given task and automatically drive it correctly from the central data path controller.

Related to Transferor Intellectual Property

  • 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.

  • Obligor Intellectual Property means Intellectual Property owned by or licensed to any of the Obligors.

  • Contractor Intellectual Property means any intellectual property owned by Contractor and developed independently from the Services.

  • 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”).

  • Intellectual property record means a record, other than a financial or administrative record, that is produced or collected by or for faculty or staff of a state institution of higher learning in the conduct of or as a result of study or research on an educational, commercial, scientific, artistic, technical, or scholarly issue, regardless of whether the study or research was sponsored by the institution alone or in conjunction with a governmental body or private concern, and that has not been publicly released, published, or patented.

  • Intellectual Property Asset means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.

  • 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.

  • Other Intellectual Property means all trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and privacy and other general intangibles of like nature, now or hereafter acquired, owned, developed or used by any Grantor.

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

  • Registered Intellectual Property means all Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any private, state, government or other legal authority.

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

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

  • 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.

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

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

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

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.

  • Intellectual Property the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

  • 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.

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

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

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.

  • Registered Company Intellectual Property means all patents, patent applications, registered copyrights, applications to register copyrights, registered marks (including trademarks, service marks, and trade dress, to the extent registered), applications to register marks and registered domain names that are owned by the Company or any of its Subsidiaries.

  • Business Intellectual Property means the Owned Intellectual Property and the Licensed Intellectual Property.