Transferred Owned Intellectual Property definition

Transferred Owned Intellectual Property means the Intellectual Property owned by Seller or its Affiliates (other than the Acquired Companies), excluding any third-party content or data, that is used exclusively in the Business, including the Intellectual Property set forth on Schedule 1.01(j).
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Transferred Owned Intellectual Property has the meaning given to such term in Exhibit B.
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Transferred Owned Intellectual Property has the meaning specified in Section 8.12(a)(vi).
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Examples of Transferred Owned Intellectual Property in a sentence

  • The Transferred Owned Intellectual Property constitutes all Intellectual Property owned by Seller or its Affiliates that is exclusively related to the Business and, except as would not be materially adverse to the ongoing conduct of the Business, the Company has a valid and enforceable right to use, pursuant to a written agreement, all other Intellectual Property necessary to conduct the Business in the same manner as currently conducted.

  • Except as would not be materially adverse to the ongoing conduct of the Business, the operation of the Business, the Transferred Owned Intellectual Property and the use thereof, does not infringe the Intellectual Property of any third Person and to the Knowledge of Seller, no Person is infringing or misappropriating any of the Transferred Owned Intellectual Property.

  • Except for the Transferred Owned Intellectual Property, no Owned Intellectual Property or Licensed Intellectual Property or other Intellectual Property is being licensed, sublicensed, assigned or otherwise transferred to Buyer (such Intellectual Property, collectively, the “Excluded Intellectual Property”) except pursuant to the Transition Services Agreement.

  • Except for the rights expressly granted to Buyer in the Transition Services Agreement with respect to the services provided thereunder, no right, title or interest in or to any Owned Intellectual Property (other than Transferred Owned Intellectual Property) or Licensed Intellectual Property will be granted, transferred or assigned to Buyer in connection with this Agreement or any Ancillary Agreement.

  • On the Closing Date, except with respect to the Excluded Intellectual Property and subject to Section 4.3 and subject to obtaining all applicable consents and Applicable Laws, Buyer will have exclusive ownership of all of Sellers’ respective rights whatsoever in the Transferred Owned Intellectual Property.

  • To the Knowledge of Seller, since January 1, 2018, no Person has been or is engaging in any activity that infringes, misappropriates, dilutes or violates any of the Transferred Owned Intellectual Property, except for any such infringements, misappropriations, dilutions or violations that do not materially impair the ability of Seller, BSAI or any Acquired Company to operate the Business as conducted on the date of this Agreement.

  • None of Seller, the Asset Sellers, nor the Transferred Subsidiaries has received or asserted any written (or, to the Knowledge of Seller, oral) notice, demand or claim, and no Action is pending before any Governmental Authority, with respect to any actual or alleged infringement, misappropriation, misuse, or violation of the Intellectual Property of any Person or related to any Transferred Owned Intellectual Property.

  • Prior to the Reorganization, (i) Seller, BSAI or an Acquired Company, as applicable, exclusively own all Transferred Owned Intellectual Property, and (ii) all other Intellectual Property primarily used, practiced or held for use or practice in the Business (the “Licensed Business IP”) is validly licensed to Seller, BSAI or an Acquired Company, in each case of (i) and (ii), free and clear of all Liens, except for Permitted Liens.

  • Except as set forth in Section 5.09(b) of the Seller Disclosure Schedule, the Acquired Companies own all Owned Intellectual Property (except for the Transferred Owned Intellectual Property, which is owned by Seller and its Affiliates (other than an Acquired Company)).

  • Immediately following the Closing, an Acquired Company will be the sole and exclusive owner of all Transferred Owned Intellectual Property, in each case, to the same extent as such rights were held by Seller, BSAI or an Acquired Company immediately prior to the Closing.


More Definitions of Transferred Owned Intellectual Property

Transferred Owned Intellectual Property has the meaning set forth in Section 4.18(c).
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Transferred Owned Intellectual Property means all Intellectual Property owned by (a) BSAI, Seller or any of their respective Affiliates (other than the Acquired Companies) that is used primarily in the Business, or (b) any Acquired Company, in each case of (a) and (b), which contains no Excluded Intellectual Property (including any Excluded Trademarks) including the Intellectual Property set forth on Schedule 2.03(a)(iv). For the avoidance of doubt, the Transferred Owned Intellectual Property does not include any content or data owned by a Third Party.
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Transferred Owned Intellectual Property has the meaning specified in Schedule 1.1(a).
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Transferred Owned Intellectual Property means, with respect to a Party (or a Relevant Group), all Owned Intellectual Property primarily used in the conduct or operation of its Business as presently conducted and operated, including the Transferred Patents, the Transferred Patents Subject to Reversion, the Transferred Owned Software and the Transferred Trademarks. “Transferred Owned Software” means, with respect to a Party (or a Relevant Group), the Owned Software that is used primarily in the conduct or operation of its Business as presently conducted and operated. “Transferred Patents” means, with respect to a Party (or a Relevant Group), those Patents owned or held, directly or indirectly, by it or its Affiliates that are primarily used in the conduct or operation of its Business as presently conducted and operated. “Transferred Patents Subject to Reversion” means, with respect to a Party (or a Relevant Group), those Patents owned or held, directly or indirectly, by it or its Affiliates that are primarily used in the conduct or operation of its Business as presently conducted and operated and are subject to reversionary rights of the inventor(s). “Transferred Subsidiaries” means, (a) with respect to the Seller Group, (i) Texas Seismic Rentals, Inc., (ii) ASR, (iii) ION Exploration Holdings S.a x.x., (iv) ARAM Systems Corporation, (v) ARAM Systems Inc., (vi) ARAM Systems Middle East, (vii) ARC and (viii) CIS Subsidiary; and (b) with respect to the Purchaser Group, Purchaser Holdco. “Transferred Trademarks” means, with respect to a Party (or a Relevant Group), those Trademarks owned or held, directly or indirectly, by it or its Affiliates that are used primarily in the conduct or operation of its Business as presently conducted and operated. “Transferred Warranting Party U.S. Plan” has the meaning set forth in Section 3.18(a)(ii). “U.S.” means United States of America. “U.S. Business Employee” means any current U.S. employee of the Warranting Group engaged primarily in providing services to the Business of the applicable Warranting Party Group. “US GAAP” means generally accepted accounting principles in the U.S. “US$” means U.S. dollar, the lawful currency of the U.S. “Warrant” means the warrant issued by the Seller to the Purchaser on October 27, 2009 in connection with the provision of the Revolving Loan by the New Lender. 15
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Transferred Owned Intellectual Property means the Registered IP and the unregistered Intellectual Property owned by the Seller or any of its Subsidiaries (other than the Company) that is primarily used or held for use in the Business, including the Registered IP and unregistered Intellectual Property identified on Section 1.238 of the Seller Disclosure Schedule. For the avoidance of doubt, Transferred Owned Intellectual Property shall not include Registered IP and unregistered Intellectual Property related to the Bromine Assets and the Excluded Metal Alkyls.
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Transferred Owned Intellectual Property has the meaning provided such term in the definition of Transferred Assets.
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Related to Transferred Owned Intellectual Property

  • Company Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company, in whole or in part.

  • Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries.

  • 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”).

  • Assigned Intellectual Property has the meaning set forth in Section 2.1 (Assigned Intellectual Property).

  • 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.

  • Owned Intellectual Property Rights means all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

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

  • 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.

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

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

  • 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.

  • 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.

  • Company-Owned IP Rights means Company IP Rights that are owned by the Company or any of its Subsidiaries.

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

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

  • 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.

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

  • 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.

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

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

  • 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.

  • Licensed Intellectual Property Rights means any Intellectual Property Rights owned by a third party that a Person has a right to use, exploit or practice by virtue of a license grant, immunity from Legal Action or otherwise.

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

  • 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.

  • Joint Intellectual Property Rights means any work under the Subcontract, which:

  • 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.