Transferred IP Agreements definition

Transferred IP Agreements means (a) written licenses (including grants of use, covenants not to assert or similar agreements) of Owned Intellectual Property by Discovery or its Subsidiaries to third parties, (b) licenses (including grants of use, covenants not to assert or similar agreements) of Licensed Intellectual Property by Third Persons to Discovery and its Subsidiaries and (c) agreements between Discovery and third parties relating to the development or use of Owned Intellectual Property.

Transferred IP Agreements means all IP Agreements that are primarily related to the Business.

Transferred IP Agreements means (a) licenses of Owned Intellectual Property by the Seller to third parties, (b) licenses of Intellectual Property by third parties to the Seller and used in the Business (c) agreements between the Seller and third parties relating to the development or use of Intellectual Property, the development or transmission of data, or the use, modification, framing, linking advertisement, or other practices with respect to Internet web sites, in each case, that are used in the Business and (d) consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability of Owned Intellectual Property, as set forth in Section 3.15(a) of the Disclosure Schedule.

Examples of Transferred IP Agreements in a sentence

• At the Closing with respect to any Country Unit, Buyer shall assume the Assumed Liabilities to the extent relating to such Country Unit (except in the case of the Assumed Liabilities in respect of the Transferred IP and the Transferred IP Agreements).

• Notwithstanding anything to the contrary herein, at the Principal Closing, Buyer shall assume the Assumed Liabilities in respect of the Transferred IP and the Transferred IP Agreements and shall agree to satisfy and discharge when due the liabilities and obligations of Seller (and its Affiliates) pursuant to such Assumed Liabilities, and after the Principal Closing, Buyer shall pay such Assumed Liabilities as and when such liabilities become due.

• Section 3.08(a)(ii) of the Disclosure Schedule sets forth a list of the Transferred IP Agreements.

• Notwithstanding anything to the contrary herein, at the Principal Closing, Seller will, and will cause the Selling Affiliates to, sell, convey, assign and transfer to Buyer, and Buyer will purchase, acquire and accept, all of Seller’s and each Selling Affiliate’s right, title and interest in, to and under the Transferred IP and the Transferred IP Agreements.

• Discovery or one or more of its Subsidiaries has good and marketable title to, or, in the case of leased FoundryCo Assets, valid and subsisting leasehold interests in, all the FoundryCo Assets (other than Intellectual Property and Transferred IP Agreements which are covered in Section 4.14), free and clear of all Encumbrances, except Permitted Encumbrances.

More Definitions of Transferred IP Agreements

Transferred IP Agreements means the licenses of Intellectual Property identified on Schedule 1.01(w).

Transferred IP Agreements means (a) licenses of Owned Intellectual Property from Fremont or any of its Affiliates to third parties where the Owned Intellectual Property which is the subject to such licenses is used solely in connection with the Business, (b) Intellectual Property Contracts to which Fremont or any of its Affiliates are parties or are otherwise subject, and where the Intellectual Property which is the subject to such Intellectual Property Contracts is used solely in connection with the Business; (c) consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability of Owned Intellectual Property where such Owned Intellectual Property is used solely in connection with the Business; and (d) the agreement with Oracle Corporation providing for the provision of 130 seat licenses to the Seller.

Transferred IP Agreements means the licenses set forth on Schedule 1.01(i). “Transferred Subsidiaries” means the Subsidiaries of Seller set forth on Schedule 1.01(j). “Working Capital Amounts” means (a) the Accounts Payable Amount, (b) the Inventory Amount, and (c) the Trade Receivables. 9 SECTION 1.02

Transferred IP Agreements means those IP Agreements listed as such on Section 3.17(b)(i) of the Seller Disclosure Letter.

Transferred IP Agreements means all Contracts providing for a license or other grant of rights by a third party to the Sellers or any of their Subsidiaries under Intellectual Property that are identified on Section 1.212 of the Sellers Disclosure Schedule or that otherwise relate primarily to the Business. Transferred IT Assets. “Transferred IT Assets” means the technology devices, computers, Software, servers, hardware, networks, and all other information technology equipment (collectively, “IT Assets”) that are identified on Section 1.213 of the Sellers Disclosure Schedule or that otherwise relate primarily to the Business. Transferred Permits. “Transferred Permits” means the Permits of the Sellers or any of their Subsidiaries used or held for use primarily in connection with the Business, including those set forth on Section 1.214 of the Sellers Disclosure Schedule. Transferred Real Property Leases. “Transferred Real Property Leases” means the leases set forth on Section 1.215 of the Sellers Disclosure Schedule.

Transferred IP Agreements means the IP Agreements other than (i) those agreements to be set forth in writing by the Purchaser prior to the Closing and (ii) those commercial off-the-shelf software licenses to be mutually agreed upon by the Seller and the Purchaser.

Transferred IP Agreements means all of the Business IP Agreements listed on Schedule 1.01(e).