Transferred IP Assets definition

Transferred IP Assets means the Transferred Patents, the Transferred Trademarks and the Transferred Copyrights and Know-How.
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Transferred IP Assets means any trademarks, service marks, trade dress, logos, trade names, corporate names, domain names, other source identifiers, and similar types of intellectual property rights owned by the Debtors.
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Transferred IP Assets means the Intellectual Property set forth on Schedule 1.1(a).
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Examples of Transferred IP Assets in a sentence

  • The trademarks that are part of the Transferred IP Assets are valid, subsisting, enforceable, and have not been abandoned in any applicable jurisdiction.

  • PMI has not authorized the filing of and is not aware of any financing statements against PMI that include a description of collateral covering the Transferred IP Assets other than any financing statement relating to the security interest granted to Prosper Funding hereunder or that has been terminated.

  • Other than the security interest granted to Prosper Funding pursuant to this Agreement, PMI has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred IP Assets.

  • No domestic or foreign court, tribunal, or other official governmental authority, including the United States Patent and Trademark Office or any foreign equivalent, has entered a holding, judgment or decision canceling or otherwise limiting PMI’s interest in the Transferred IP Assets.

  • No action or proceeding is pending or, to PMI’s knowledge, threatened, seeking to limit, cancel, or question the validity of any material portion of the Transferred IP Assets or of PMI’s ownership interest therein, that if adversely determined would have a material adverse effect on the Transferred IP Assets or the conveyance thereof by PMI to Prosper Funding hereunder.

  • The contribution, transfer, and assignment of the Transferred IP Assets under this Agreement and the related assignments are not unlawful, void, or voidable pursuant to the laws or statutes of any jurisdiction, nor will they result in a breach, default, conflict, lien, violation of, or material adverse effect upon, any of the Transferred IP Assets.

  • The trademarks that are part of the Transferred IP Assets do not violate the trademark rights of any third party and there is no action or proceeding pending or threatened alleging that such trademarks infringe upon the rights of any third party.

  • Seller and Purchaser agree that Purchaser shall prepare and provide to Seller (i) a draft allocation (“Allocation”) of the Purchase Price among the Purchased Business and (ii) a draft valuation of the Transferred SNA Business (the “SNA Valuation”) no later than thirty (30) days prior to Closing, and that the portion of the Purchase Price allocated to the Transferred IP Assets shall be equal to the IP Appraisal set forth in Section 1.3(b)(i).

  • Except as set forth on Schedule 3.10(g), Seller has not transferred ownership of (whether a whole or partial interest), or granted any exclusive right to use, any Transferred IP Assets to any Person.

  • The trademarks and copyrights that are part of the Transferred IP Assets do not violate the trademark or copyright rights of any third party and there is no action or proceeding pending or threatened alleging that such trademarks infringe upon the rights of any third party.


More Definitions of Transferred IP Assets

Transferred IP Assets means all Owned Intellectual Property and Affiliate Owned Intellectual Property.
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Transferred IP Assets has the meaning specified in Section 3.12(e).
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Transferred IP Assets has the meaning set forth in the recitals to this Agreement.
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Transferred IP Assets. Section 2.1(m)
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Transferred IP Assets means those intellectual property assets listed on Exhibit A.
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Related to Transferred IP Assets

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • 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”).

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Purchased Assets has the meaning set forth in Section 2.1.

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

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • 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.

  • Transferred Inventory has the meaning set forth in Section 2.2(a)(iii).

  • Transferred Patents means those Patents identified on Schedule 1.01(g).

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

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

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • 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.

  • Transferred Interests has the meaning set forth in the Recitals.

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

  • Retained Assets has the meaning set forth in Section 2.2.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • 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.

  • Transferred Trademarks means the Trademarks, and applications for Trademarks, included in the Transferred Registered Intellectual Property.