Interest in Intellectual Property Clause Samples

Interest in Intellectual Property. (a) Buyer, for itself and its Subsidiaries, acknowledges and agrees that Buyer and its Subsidiaries are not purchasing, acquiring, licensing or otherwise obtaining any right, title or interest in, to or under the name “Barclays” or the Barclays eagle device, or any Trademark, logo or business name, corporate name, d/b/a or other name related thereto or employing the wording “Barclays” or employing the Barclays eagle device, or any derivation or variation of the foregoing or any confusingly similar corporate or business name or d/b/a or any other name or Trademark whether registered or unregistered, (such corporate or business names, d/b/a’s, other names, Trademarks, logos and devices collectively, the “Seller’s Names and Marks”). Neither Buyer nor any of its Affiliates shall or shall instruct others to (i) seek to register in any jurisdiction any of the Seller’s Name or Marks or other name or Trademark that is a derivation, translation, adaptation, combination or variation of any Seller’s Names and Marks or that is confusingly similar thereto, or (ii) contest the use, ownership, registerability, validity or enforceability of any rights of Seller or any of its Affiliates in or to any of the Seller’s Names and Marks. The provisions of Section 6.23(b) shall not be deemed to limit the provisions of, nor the restrictions on Buyer and its Affiliates described in, this Section 6.23(a). This Section 6.23(a) shall not restrict Buyer’s ownership and use of the BGI Marks as provided in Section 6.23(e) below. (b) Buyer agrees on behalf of itself and its Subsidiaries that, except as expressly provided in this Agreement, on and following the Closing Date, Buyer and its Subsidiaries shall, as soon as reasonably practicable (but in no event more than 180 days after the Closing Date) cease and discontinue any and all uses of any and all Intellectual Property owned or licensed by Seller or any its Affiliates, including without limitation any Trade Secrets owned or licensed by Seller or any of its Affiliates, other than (i) Intellectual Property used by Buyer and its Subsidiaries pursuant to Contracts and licenses between Seller or any of its Affiliates, on the one hand, and any of the Transferred Entities or Buyer and its Affiliates, on the other hand, that remain in effect following the Closing Date (which Intellectual Property they shall be permitted to continue to use as provided in such Contracts and licenses), (ii) as otherwise provided pursuant to this Agreement or an...
View SourceView Similar (4)
Interest in Intellectual Property. (a) Except as specifically provided in this Section 5.9 or the Transitional Trademark License Agreement, Purchaser acknowledges and agrees that none of Purchaser or its Affiliates (including, after any Closing, the Subject Companies transferred at such Closing) is purchasing, acquiring, receiving a license to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by Parent or any of its Affiliates (other than the Target Companies to the extent they are purchased and sold hereunder), including the Parent Trademarks. (b) Except as expressly permitted in the Transitional Trademark License Agreement, (i) Purchaser shall, and shall cause its Affiliates (which, as of and after any Closing, shall include the Target Business Segment transferred at such Closing) to, cease and discontinue all uses of the Parent Trademarks, and (ii) Parent shall, and shall cause its Affiliates to, cease and discontinue all uses of the Company Trademarks. Purchaser, for itself and its Affiliates (which, as of and after any Closing, shall include the Subject Companies transferred at such Closing), agrees that the rights of the Target Companies to the Parent Trademarks pursuant to the terms of any trademark agreements between Parent and its Affiliates, on the one hand, and such Target Companies, on the other hand, shall terminate as of the Closing relating to such Target Company and be replaced by such rights as are provided by the Transitional Trademark License Agreement. Parent, for itself and its Affiliates, agrees that any of their respective rights to the Company Trademarks pursuant to the terms of any trademark agreements between Parent and its Affiliates, on the one hand, and any Target Company, on the other hand, shall terminate as of the Closing relating to such Target Company and be replaced by such rights as are provided by the Transitional Trademark License Agreement. (c) Purchaser hereby irrevocably and unconditionally covenants, and will cause its Affiliates (which, as of and after any Closing, shall include the Subject Companies transferred at such Closing) and its and their respective successors and assigns to covenant, not to, after any Closing, assert, initiate, file, or otherwise commence anywhere in the world any Action, or participate in or provide support for any such Action, against Parent or its Affiliates, or their respective successors or assigns or their respective officers, directors, employees, agents,...
View SourceView Similar (3)
Interest in Intellectual Property. (a) Except as expressly provided in this Section 5.10 (Interest in Intellectual Property), or as otherwise agreed in writing, the Purchasers’ Representative, for itself and the Purchasers’ Group (which, for the avoidance of doubt, shall include throughout this Section 5.10 (Interest in Intellectual Property) the Target Companies following the Closing), acknowledges and agrees that, except for the Intellectual Property owned by or licensed to the Target Companies immediately following the Closing pursuant to any Transaction Document, neither the Purchasers nor any member of the Purchasers’ Group is purchasing, acquiring, licensing or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by the Sellers or any member of the Sellers’ Group (collectively, the “Sellers’ Intellectual Property”), which shall include the Trademarks “BBVA”, “Grupo BBVA”, “BANCOMER”, “Ruta Quetzal”, “Argentaria”, “Blue”, “Adelante”, “Libreton”, “Libretazo”, “Envios de Dinero”, “Pasión por las Personas”, “Trabajamos por un Futuro Mejor para las Personas”, “Provincial”, “Continental”, the Sellers’ Group logo, or any Trademark, or employing the Trademark “BBVA”, “Grupo BBVA”, “BANCOMER”, “Ruta Quetzal”, “Argentaria”, “Blue”, “Adelante”, “Libreton”, “Libretazo”, “Envios de Dinero”, “Pasión por las Personas”, “Trabajamos por un Futuro Mejor para las Personas”, “Provincial”, “Continental”, the Sellers’ Group logo, or any Trademark confusingly similar thereto, whether registered or unregistered (collectively, the “Sellers’ Trademarks”). Each of the Target Companies shall assign any rights, title or interest it has in or to any of the Sellers’ Trademarks, including the Trademarks listed in Section 5.10(a) (Interest in Intellectual Property) of the Sellers’ Disclosure Letter to a Seller or a designee specified by the Seller at or prior to the Closing.
View SourceView Similar (3)
Interest in Intellectual Property. Neither such Securityholder nor any of its Affiliates has any rights, title or interest in, or right or permission to use, any Intellectual Property of the Company or any of its Subsidiaries or Intellectual Property used by the Company or necessary for the operation of the business as currently conducted.
View SourceView Similar (2)
Interest in Intellectual Property. (a) Purchaser acknowledges and agrees that except as expressly set forth in a Transaction Document, none of Purchaser or its Affiliates (including, after the Closing, the Target Company) is purchasing, acquiring, receiving a License to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned by or licensed to Seller or any of its Affiliates (other than Intellectual Property owned by or licensed to the Target Company or its Subsidiaries). (b) Seller acknowledges and agrees that none of Seller or its Affiliates (excluding, after the Closing, the Target Company and its Subsidiaries) is, by way of this Agreement, purchasing, acquiring, receiving a License to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned by or licensed to Purchaser, the Target Company or its Subsidiaries except as expressly set forth in a Transaction Document.
View Source
Interest in Intellectual Property. Except as specifically provided in this Section 5.9 or the Transitional Trademark License Agreement, Purchaser acknowledges and agrees that none of Purchaser or its Affiliates (including, after the Closing, the Target Companies) is purchasing, acquiring, receiving a license to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by Parent or any of its Affiliates (other than the Target Companies), including the Parent Trademarks, but excluding the Company Trademarks.
View Source
Interest in Intellectual Property. (a) Except as specifically provided in this Section 5.9, the Transition Services Agreement or the Technology License Agreement, Purchaser acknowledges and agrees that none of Purchaser or its Affiliates (including, after the Closing, the Target Company) is purchasing, acquiring, receiving a license to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned by or licensed to Parent or any of its Affiliates (other than the Target Company), including the Parent Trademarks and any such right, title, or interest relating to any such Intellectual Property, including the Parent Trademarks, existing prior to the Closing shall automatically terminate simultaneously with and effective as of the Closing and shall immediately revert to Parent and its Affiliates, along with any and all goodwill associated therewith. Purchaser acknowledges that, prior to the Closing, Parent will cause the Target Company to assign any rights it may have in, to or under any Parent Trademarks to Parent. (b) Effective upon the Closing Date, Parent grants to the Target Company, a limited, non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free license to use the Parent Trademarks contained within the books, records and other similar documents and materials that exist as of the Closing, solely in connection with the operation of the Target Business in the United States for ninety (90) days after the Closing Date (such period, the “Parent Trademark Wind-Down Period”). (c) Except as expressly permitted in this Section 5.9, immediately upon Closing, Purchaser shall, and shall cause its Affiliates (which, as of and after the Closing, shall include the Target Company) to, (i) cease and discontinue all uses of the Parent Trademarks, and (ii) use all reasonable efforts to re-label the assets of the Target Company or remove the Parent Trademarks from the Target Company’s assets as promptly as practicable, and in any event prior to the expiration of the Parent Trademark Wind-Down Period. Notwithstanding anything to the contrary in this Section 5.9, Purchaser may at all times after the Closing Date retain in its archives copies of any books and records that contain the Parent Trademarks, solely for purposes of complying with applicable Laws. (d) After the Closing Date, Purchaser shall not, and shall cause its Affiliates (which, as of and after the Closing, shall include the Target Company) to not, (i) expressly or by implication, do bu...
View Source
Interest in Intellectual Property. (a) Except as specifically provided in this Section 5.14 or in any Transaction Document, the Purchasers’ Representative, for itself and the Purchasers’ Group (which, for purposes of this Section 5.14, shall include the Target Companies following the Closing), acknowledges and agrees that neither the Purchasers nor any member of the Purchasers’ Group is purchasing, acquiring, licensing or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by the Sellers or any member of the ING Group (except for the Intellectual Property owned by the Target Companies), including the names “ING” or “ING Lion”, the Lion logo, or any Trademark, name or logo related thereto, or employing the word “ING” or “ING Lion” or the Lion logo or any derivation, variation, translation or adaptation thereof, or any Trademark, word, name or logo confusingly similar thereto or embodying any of the foregoing, whether alone or in combination with any other words, names, logos or Trademarks, and whether registered or unregistered (collectively, the “Sellers’ Names and Marks”). Each of the Target Companies shall assign any rights, title or interest it has in any of the Sellers’ Names and Marks, including, subject to Section 5.14(d), the Trademarks listed on Section 5.14(a) of the Sellers’ Disclosure Letter, and transfer the tangible embodiments thereof, to the Sellers’ Representative or its Affiliate at or prior to the Closing.
View Source

Related to Interest in Intellectual Property

  • OWNERSHIP IN INTELLECTUAL PROPERTY The Department and Contractor agree that each has no right, title, interest, proprietary or otherwise in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All deliverables, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this Contract, but specifically created or manufactured under this Contract shall be considered work made for hire, and Contractor shall transfer any ownership claim to the Department.

  • Joint Intellectual Property 9.1 University agrees to not Implement any Joint Intellectual Property for any purpose other than educational, experimental or research purposes. In consideration of University not Implementing the Joint Intellectual Property except for the limited purposes set forth in this paragraph, Company agrees to Implement any Joint Intellectual Property only in accordance with a license agreement to be entered into by Company and University with respect to the Implementation of such Joint Intellectual Property. Company shall pay to University, in connection with such Implementation, a compensatory royalty in accordance with such license agreement to be agreed by the Parties. 9.2 University agrees to not grant to any third party a license to Implement its rights in the Joint Intellectual Property without Company’s prior written consent. Notwithstanding anything contrary herein provided, University may grant to a third party a license to use the Joint Intellectual Property without Company’s prior written consent in the following cases: (i) if Company fails to execute a license agreement with University pursuant to Article 9.1 without any reasonable cause within three years from the Completion Date, or otherwise seeks to Implement any such Joint Intellectual Property other than pursuant to any such license agreement; or (ii) if Company fails to pay any compensatory royalty in accordance with the license agreement entered into pursuant to Article 9.1. 9.3 Company may grant a third party a non-exclusive license to the Joint Intellectual Property provided that Company first executes a license agreement with University setting forth, among other matters, the allocation of any license fee or royalty received from any such third party as between the Parties. 9.4 Unless otherwise provided in this Agreement, neither Party may transfer, grant a security interest in, grant a license to or otherwise dispose of its right, title or interest in or to the Joint Intellectual Property to any third party without the prior written consent of the other Party. 9.5 Each Party shall notify the other Party in writing before abandoning its right, title or interest in and to any Joint Intellectual Property.

  • Registered Intellectual Property Section 3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all Company Registered Intellectual Property and identifying for Company Registered Intellectual Property: (A) the jurisdiction in which such item of Company Registered Intellectual Property has been registered or filed and the applicable application, registration or serial number and date; and (B) the record owner and, if different, the legal owner and beneficial owner (and if any other Person has an ownership interest in such item of Company Registered Intellectual Property, the identity of such other owner and nature of such ownership interest) and (ii) all internet domain names registered by the Acquired Companies, including the domain name registrar. As of the date of this Agreement, the Company and its Subsidiaries have maintained all material Company Registered Intellectual Property in the ordinary course consistent with reasonable business practices, and has used reasonable business judgement in its prosecution, maintenance, and abandonment of Company Registered Intellectual Property. The Company Registered Intellectual Property is subsisting and, to the Knowledge of the Company, not invalid or unenforceable. Without limiting the generality of the foregoing, except as would not reasonably be expected to have a Company Material Adverse Effect: (i) with respect to each item of Company Registered Intellectual Property, all necessary: (A) fees, payments and filings have been timely submitted to the relevant Governmental Authority or domain name registrar; and (B) other actions have been timely taken, in the case of each of clauses “(A)” and “(B),” to maintain each such item of Company Registered Intellectual Property in full force and effect; and (ii) no Legal Proceeding is pending or, to the Knowledge of the Company, threatened, in which the ownership, scope, validity or enforceability of any Company Intellectual Property is being, has been, or would reasonably be expected to be contested or challenged. Except as would not reasonably be expected to have a Company Material Adverse Effect, (x) all assignments, documents and instruments necessary to perfect the rights of the Company or any of its Subsidiaries in any Company Registered Intellectual Property have been duly executed and validly delivered, filed and otherwise recorded in a timely manner with the appropriate Governmental Authority, and (y) each such recording is in compliance with all applicable Laws.

  • Owned Intellectual Property Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to ▇▇▇ a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.