Transferor IP definition

Transferor IP means all Intellectual Property, Intellectual Property Embodiments and Documentation, Domain Names or Software used in or relating to the Business. For avoidance of doubt, Transferor IP includes, without limitation, (a) all of the patents and patent applications referenced in the foregoing sentence that are or have been issued or filed as of the Closing Date (the “Existing Patents and Applications”), (b) all other patent applications that are filed after the Closing Date that disclose or claim any inventions first conceived or reduced to practice in whole or part on or before the Closing Date that relate to the Intellectual Property Embodiments and Documentation, including, without limitation, all continuations, continuations-in-part, divisional, reexamined and reissued patent applications and patents that relate to the Existing Patents and Applications, (c) all foreign counterparts with respect to any of the foregoing, and (d) all patents that issue with respect to any of the foregoing patent applications.
Sample 1Sample 2Sample 3

Examples of Transferor IP in a sentence

  • The consummation of the transactions contemplated under the Transaction Documents will not alter, impair, or extinguish any Transferor IP.

  • The Transferor IP is not subject to any outstanding decree, order, injunction, judgment or ruling restricting the use of such Transferor IP or that would impair the validity or enforceability of such Transferor IP.

  • To Transferor’s Knowledge, no third party is misappropriating, infringing or diluting any Transferor IP.

  • Except as set forth on Schedule 3.12(h)(3), the Transferor Parties are not obligated to pay any on-going license fees, royalties or any other amount to any other Person in connection with the IP Agreements, the operation of the Business, any license of the Transferor IP or any of the transactions contemplated hereunder, and have no liabilities thereunder.

  • The Transferors are the exclusive owners of the entire and unencumbered right, title and interest in and to, all Transferor IP and IT Assets purported to be owned by the Transferors, and the Transferors have a valid right to use all Transferor IP and IT Assets in the ordinary course of the Business as currently conducted or as contemplated to be conducted free and clear of any and all Liens.

  • Transferor is the exclusive owner of the entire and unencumbered right, title and interest in and to, all Transferor IP and IT Assets purported to be owned by Transferor, and Transferor has a valid right to use all Transferor IP and IT Assets in the ordinary course of the Business as currently conducted or as contemplated to be conducted free and clear of any and all Liens.

  • At no time during the conception or reduction to practice of any Transferor IP was any developer, inventor or other contributor to such Transferor IP operating directly or indirectly under any grants from any Governmental Authority or subject to any employment agreement, invention assignment, nondisclosure agreement or other Contract with any third Person that could adversely affect the rights of any Transferor, and upon the Closing, Acquiror to such Transferor IP.

  • All Persons who have worked for a Transferor, whether as employees or independent contractors, in developing the Business or who had access to Transferor IP, also have executed and delivered to such Transferor a valid and enforceable agreement providing for the nondisclosure by such Person of any confidential information of such Transferor.

  • All such agreements are and will continue to be in effect after the Closing and, to the Knowledge of Transferor, there have been no breaches of such agreements or of any of the Transferors’ security measures or unauthorized access to the Transferor IP.

  • No Transferor has given any party an indemnity in connection with the Transferor IP.

Related to Transferor IP

  • Transferor Interest has the meaning specified in the Transfer Agreement.

  • Transferor Certificate As defined in Section 5.02(b).

  • Transferor Company means a company that conveys an interest in shares.

  • Minimum Transferor Interest means, with respect to any period, --------------------------- 7% of the average of the aggregate amount of Principal Receivables for such period.

  • Transferor Letter As defined in Section 5.03(n).

  • Transferor Amount means (a) prior to the Certificate Trust Termination Date, the "Transferor Amount" under (and as defined in) the Pooling and Servicing Agreement and (b) on and after the Certificate Trust Termination Date, the "Transferor Amount" as defined in Annex A to the Indenture. For purposes of determining the Transferor Amount on any date of determination, any amount deposited into the Principal Account in respect of a Potential Shortfall shall be deemed not to be on deposit in the Principal Account.

  • Transferor Percentage means 100% minus (a) the Floating Allocation Percentage, when used at any time with respect to Finance Charge Receivables and Defaulted Receivables, or (b) the Principal Allocation Percentage, when used at any time with respect to Principal Receivables.

  • Transferor Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

  • Transferors means the entities acting as Transferors under the Pooling and Servicing Agreement.

  • Series Required Transferor Amount means an amount equal to 7% of the Invested Amount.

  • 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.

  • Purported Beneficial Transferee means, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 6.2.2 of this Article VI, the Purported Record Transferee, unless the Purported Record Transferee would have acquired or owned shares of Capital Stock for another Person who is the beneficial transferee or owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Transferee Letter The meaning specified in Section 12.16.

  • Issuer SUBI Certificate Transfer Agreement means that certain issuer SUBI certificate transfer agreement, dated as of March 20, 2019, between the Transferor and the Issuer, as amended or supplemented from time to time.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Registrable IP means all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, registered Internet domain names and copyright registrations.

  • Collateral Interest Holder means the entity so designated in the Loan Agreement.

  • Masterworks Shares has the meaning set forth in Section 2.8(c).

  • Note A-9 Holder means the Initial Note A-9 Holder or any subsequent holder of Note A-9, as applicable.

  • REMIC I Assets All of the Mortgage Pool Assets.

  • Transferred Technology has the meaning set forth in Section 2.3(a).

  • Individual Certificate Any Private Certificate registered in the name of the Holder other than the Depository or its nominee.

  • SUBI has the meaning set forth in the Recitals.

  • Tag-Along Offer has the meaning set forth in Section 8.5(b).

  • Note A-8 Holder means the Initial Note A-8 Holder or any subsequent holder of Note A-8, as applicable.