Intellectual Property Interests definition
Examples of Intellectual Property Interests in a sentence
Each Target Party exclusively owns, or has a valid license to use, all Intellectual Property Interests necessary for the operation of the business of such Target Party as presently conducted, and each such Intellectual Property Interest will, immediately subsequent to the Effective Time, be owned or licensed for use by the Parent on the same terms with which such Target Party, immediately prior to the Effective Time, own or have the license to use such item.
To the Knowledge of Seller, Schedule 2.01(h) sets forth a list of all Intellectual Property Interests which burden or benefit the operation, use or maintenance of the Storage Assets.
Buyer agrees to assume all rights and obligations of Sellers arising under the Contracts, Real Property Instruments, Transferred Intellectual Property Interests, Permits, and any contractual commitments made in accordance with Section 6.02 (to the extent transferable) on and PAGE 19 after the Effective Time to the extent such rights and obligations accrue after the Effective Time and are incurred in accordance with Section 6.02.
Except as set forth in ---------------------------------- Schedule 3.18, the Acquired Assets, including, without limitation, the ------------- Transferred Intellectual Property Interests, contain all rights, properties and assets utilized or necessary in the conduct of the Business and are sufficient in all respects to carry on and conduct the Business after each Closing in substantially the same manner as it was carried on and conducted prior thereto.
Subject to any consent required as referenced in Section 6.07, the consummation of the transactions contemplated by this Agreement will not result in the impairment of the Buyer's right to use any such Intellectual Property Interests or infringe upon the Intellectual Property Interests of any third Person.
To the Knowledge of Sellers, Schedule 4.01(j)-I sets forth a list of all material trademarks, licensed processes or rights and other intellectual property (collectively, "Intellectual Property Interests") which burden or benefit the operation, use, or maintenance of the Splitter Assets.
Schedule 4.01(j)-II lists certain proprietary Intellectual Property Interests (the "Proprietary Intellectual Property Interests") developed by Sellers or, as specified in Schedule 4.01(j)-II, for which only the data relating thereto will be transferred to Buyer.
Schedule 3.32(a) sets forth a true, complete and correct list of all items of Software (i) which are owned by a Selling Entity, (ii) which comprise a part of the Business, and (iii) which comprise a part of the Transferred Intellectual Property Interests (the "Owned Software") and specifically shall include (by way of example and not implying any limitation) all of the Software commonly known as or described as a part of the SolidEdge, EMS, Technovision and Proren systems.
Schedule 4.01(j)-II further contains restrictions applicable to the transfer of certain of the Transferred Intellectual Property Interests, including the terms of such a transfer.
All patents, trademarks, trade names, brand names and copyrights (in each case, whether issued or pending), and all licenses or rights in favor of each Company with respect to any of the foregoing, owned or possessed by each Company (collectively, the "Intellectual Property Interests") are in good standing and are free and clear of all Encumbrances.