Transferred Business Intellectual Property definition

Transferred Business Intellectual Property means (i) the Patents listed on Schedule 1 hereto with such changes as may be further agreed to in writing prior to the Closing Date, the Trademarks listed on Schedule 2 hereto, and the Internet Properties listed on Schedule 3 hereto, and (ii) those Trade Secrets, Copyrights, Industrial Designs, Database Rights and Mask Works incorporated in the Transferred Business Technology that are owned by the Seller Parties as of the Closing Date.
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Transferred Business Intellectual Property means the Intellectual Property Rights owned by Seller or any of its Subsidiaries and exclusively used in connection with the conduct of the Business as of the Initial Closing Date, including the Intellectual Property listed in Schedule 4.13(a). For the avoidance of doubt, Transferred Business Intellectual Property (i) shall include any copyrights in any art, photographs, memorabilia or other works of authorship exclusively used in connection with the conduct of the Business as of the Initial Closing Date, and all copies and tangible embodiments of the foregoing (except such embodiments that incorporate any Excluded Assets, including Retained Business Intellectual Property) and all trademarks and domain names utilizing the “XXXXXXXX’X” or “SULLY’S” name and (ii) shall exclude the Shared Recipes and all other Excluded Assets.
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Transferred Business Intellectual Property means the Intellectual Property primarily used in the conduct or operation of the Relevant Group’s Business as presently conducted and operated.
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Examples of Transferred Business Intellectual Property in a sentence

  • For the avoidance of doubt, Purchaser shall have no Liability of any kind and shall be indemnified against Transfer Taxes arising out of or attributable to the acquisition of the Business from Angel or the transfer of any assets (including the Transferred Business Intellectual Property and the Transferred Business Intellectual Property Rights) to the Purchased Seller Subsidiaries.

  • No Purchased Seller Subsidiary will at the Closing (i) have any Liabilities that do not constitute Assumed Liabilities or (ii) have any assets other than Purchased Assets, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights.

  • All filing, examination, issuance, post registration and maintenance fees, annuities and the like required with respect to any item of Transferred Business Intellectual Property listed on Schedule 4.13(a) have been timely paid.

  • To the knowledge of Seller, no Person is infringing, misappropriating or diluting any rights of Seller or any of its Subsidiaries in any Transferred Business Intellectual Property in any material respect.

  • Seller shall not have any right to institute any action or suit against Third Parties for infringement of any of the Transferred Business Intellectual Property Rights.

  • Upon consummation of the transactions contemplated by this Agreement, Purchaser will own all of the Transferred Business Intellectual Property Rights free and clear of any Liens.

  • Each item of Transferred Business Intellectual Property listed on Schedule 4.13(a) that is registered with or issued by a Governmental Authority is subsisting and, to the knowledge of Seller, valid and enforceable.

  • Neither Seller nor any Other Seller, nor, to the knowledge of Seller, any other party thereto, is in material default or material breach under any Transferred Business Intellectual Property License.

  • With respect to each item of Transferred Business Intellectual Property listed on Schedule 4.13(a), no Action is pending or, to the knowledge of Seller, is threatened in writing that challenges the ownership, use, validity or enforceability of such item.

  • The parties acknowledge that, as part of the transfer of Transferred Business Intellectual Property, Transferred Business Technology, and Transferred Business Intellectual Property Rights, Seller may inadvertently retain Technology or Intellectual Property that should have been transferred to Purchaser as part of the contemplated transfer of assets, and Purchaser may inadvertently acquire Technology or Intellectual Property that should not have been thereby transferred.


More Definitions of Transferred Business Intellectual Property

Transferred Business Intellectual Property means all Intellectual Property owned by any of the Allscripts Companies that is used exclusively in the operation of the Hospital & Large Physician Practice Business, as currently conducted. For the avoidance of doubt, “Transferred Business Intellectual Property” does not include any Common Components.
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Transferred Business Intellectual Property means the Intellectual Property Rights owned by Seller or any of its Subsidiaries and exclusively used in connection with the conduct of the Business as of the Initial Closing Date, including the Intellectual Property listed in Schedule 4.13(a). For the avoidance of doubt, Transferred Business Intellectual Property (i) shall include any copyrights in any art, photographs, memorabilia or other works of authorship exclusively used in connection with the conduct of the Business as of the Initial Closing Date, and all copies and tangible embodiments of the foregoing (except such embodiments that incorporate any Excluded Assets, including Retained Business Intellectual Property) and all trademarks and domain names utilizing the “XXXXXXXX’X” or “SULLY’S” name and (ii) shall exclude the Shared Recipes and all other Excluded Assets. “Transition Services Agreement” means the Transition Services Agreement by and between Buyer and Seller in substantially the form attached hereto as Exhibit F. “Treasury Regulations” means the rules and regulations promulgated by the U.S. Treasury Department under the Code. “WARN” means the federal Worker Adjustment and Retraining Notification Act, as well as any similar foreign, state, or local Law. “Working Capital Assets” means the current assets of the Business described on Schedule 1.01(d)(i). “Working Capital Liabilities” means the current liabilities of the Business described on Schedule 1.01(d)(ii).
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Transferred Business Intellectual Property means Transferred Licensed Business Intellectual Property and Transferred Owned Business Intellectual Property.
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Transferred Business Intellectual Property has the meaning set forth in the Intellectual Property Matters Agreement.
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Related to Transferred Business Intellectual Property

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

  • Business Intellectual Property Rights means (a) the Intellectual Property Rights owned or licensed by the Group Companies and (b) any other Intellectual Property Rights owned or licensed by Seller or any of its other Subsidiaries and used solely in the conduct of the Business.

  • 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”).

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

  • 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.

  • 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.

  • 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.

  • Project Intellectual Property means any Intellectual Property created under, or otherwise in connection with the Project.

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

  • 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.

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

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

  • Company Intellectual Property Agreements means any Contract governing any Company Intellectual Property to which the Company or any Subsidiary is a party or bound by, except for Contracts for Third-Party Intellectual Property that is generally, commercially available software and (A) is not material to the Company or any Subsidiary, (B) has not been modified or customized for the Company or any Subsidiary and (C) is licensed for an annual fee under $5,000.

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

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

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

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

  • Third Party Intellectual Property means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.

  • 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.

  • Company Intellectual Property Rights means the Intellectual Property owned or used by the Company or any Company Subsidiary.

  • Intellectual Property (IP) means all copyright, rights in relation to inventions (including patent rights and unpatented technologies), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know-how), mask-works and integrated circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

  • Intellectual Property Agreement means the agreement in substantially the form set forth as Exhibit B.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

  • Foreign Intellectual Property any right, title or interest in or to any copyrights, copyright licenses, patents, patent applications, patent licenses, trade secrets, trade secret licenses, trademarks, service marks, trademark and service xxxx applications, trade names, trade dress, trademark licenses, technology, know-how and processes or any other intellectual property governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof.

  • 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.