Examples of Transferred Business Intellectual Property Rights 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.
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.
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 Rights

Transferred Business Intellectual Property Rights means (i) the Patents listed on Schedule 1.01(h) hereto, (ii) technical documentation and materials exclusively related to the Business as maintained by Seller in the ordinary course of business as set forth on Schedule 1.01(i) hereto, (iii) those Trade Secrets and Copyrights incorporated in the Transferred Business Technology that are owned by Seller or any of its Subsidiaries as of the Closing Date.

Transferred Business Intellectual Property Rights means (i) the Transferred Patents, (ii) the registered or applied-for Trademarks listed on Annex 2 hereto, (iii) the Internet Properties listed on Annex 3 hereto, (iv) the Copyright registrations listed on Annex 4 hereto ((i) through (iv), collectively, the “Transferred Business Registered IP”), (v) those Trade Secrets, Copyrights, mask work rights, database rights and any Intellectual Property Rights (other than the foregoing categories) incorporated or embodied in the Transferred Business Technology or otherwise primarily related to or primarily used in the operation or conduct of the Business that are owned (or represented to be owned for the purposes of the transactions contemplated by this Agreement by inclusion in the Annexes hereto) by the Company or any of its Subsidiaries as of the Closing Date, and (vi) the right to sue for past, present and future Infringement of any of the foregoing. For clarity, “Transferred Business Intellectual Property Rights” does not include any Intellectual Property Rights in or to the SLX Operating System.

Transferred Business Intellectual Property Rights means (i) the Business Intellectual Property Rights (excluding Internet Properties, Patents, and Trademarks) in and to the Transferred Business Technology; (ii) the Internet Properties listed in S ection 4.7 of the Disclosure Letter; (iii) the Patents listed in S ection 4.7 of the Disclosure Letter; and (iv) the Trademarks listed in S ection 4.7 of the Disclosure Letter.

Transferred Business Intellectual Property Rights does not include any Intellectual Property Rights in or to the SLX Operating System.

Transferred Business Intellectual Property Rights means (i) the Transferred Patents, (ii) Transferred Trademarks, (iii) Transferred Internet Properties and (iv) the Business Intellectual Property Rights (excluding Patents, Trademarks, and Internet Properties that are Business Intellectual Property Rights) used

Transferred Business Intellectual Property Rights means all rights relating to the Transferred Business Intellectual Property, all other Intellectual Property Rights owned, in whole or in part, by a Seller Party or any of their respective Subsidiaries and, as of the Closing Date, pertaining exclusively to, or used exclusively in, the Business, and all Intellectual Property Rights (other than Patents, Trademarks, Internet Properties and Copyright registrations and MaskWorks registrations) incorporated in the Transferred Business Technology and in the tangible embodiments thereof, and all other Intellectual Property Rights owned by Sensor IPCo or U.S. R&D.

Transferred Business Intellectual Property Rights means (i) the Trademarks owned by Seller Parties that are primarily used in the Business (other than any Trademarks that include or incorporate the name “VIASAT” or any derivative or variation thereof or any Trademark confusingly similar thereto), including the common law Trademarks listed on Schedule 1.01(j), (ii) the Patents listed on Section 3.13(b) of the Disclosure Schedule, (iii) any Patents exclusively related to the Business that are filed after the Execution Date and before the Closing Date based on existing invention disclosures generated in the course of conducting the Business prior to the Closing Date, and (iv) those Trade Secret Rights and Copyrights that are owned by a Seller Party and are solely embodied in the Transferred Business Technology.