Assigned Intellectual Property. All rights owned, held or controlled by ICANN and its Affiliates throughout the world in the names “Internet Assigned Numbers Authority” and “IANA,” including all associated designs and logos and all derivatives, variants, combinations and modifications thereof and all Internet domain names including any material portion of any of the foregoing. Without limiting the generality of the foregoing, the registered trademarks and domain names and other intellectual property rights listed in Exhibit A are included in the Assigned Intellectual Property.
Assigned Intellectual Property. In accordance with this Agreement, Motorola hereby sells, assigns, conveys, transfers and agrees to deliver to Freescale, and Freescale hereby acquires from Motorola and the members of the Motorola Group, all right, title and interest in the United States and throughout the world of Motorola and the members of the Motorola Group in and to the following (collectively, the “Assigned Intellectual Property”):
Assigned Intellectual Property. Any Intellectual Property Assets used or developed by any Acquired Company but 39 owned by any of the SELLERS shall have been transferred and assigned on or prior to the Closing Date to FININD and ISOCLIMA under terms providing that there shall be no further cost to any Acquired Company for such Intellectual Property Assets.
Assigned Intellectual Property. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Business, Seller owns, all of the Assigned Intellectual Property, which together with any rights to Third Party Intellectual Property licensed by Seller that are included in the Intellectual Property Contracts is all of the Intellectual Property necessary for the ongoing and continued operation and maintenance of the Business as it is currently operated, including, without limitation, the manufacture, marketing, sale and distribution of microencapsulated material at the Facility, free and clear of all Encumbrances except any Permitted Encumbrances.
Assigned Intellectual Property. Subject to the terms and conditions of this Agreement, at the Closing, Honeywell shall cause FT to sell, assign, transfer, convey and deliver to Purchaser all Assigned Intellectual Property free and clear of all Encumbrances, other than Permitted Encumbrances and to assign to Purchaser or terminate any license for Intellectual Property from the Companies or their Subsidiaries to the Sellers or their Subsidiaries, other than the Trademark License Agreement. Subject to the terms and conditions set forth in this Agreement and subject to obtaining any required consents under the Third Party License Agreements (as defined below and as set forth in Schedule 3.3), at the Closing Honeywell shall, and shall cause FT to, assign to Purchaser all of the rights, and Purchaser shall specifically assume all the obligations, of Honeywell and its Affiliates (other than the Companies and their Subsidiaries) under the agreements listed in Section 5.21 of the Disclosure Schedule (the “Third Party License Agreements”). If any consent required under any Third Party License Agreement for its assignment to Purchaser is not obtained at the time of the Closing, Sellers and Purchaser will cooperate in good faith to establish an arrangement reasonably satisfactory to Sellers and Purchaser under which (i) Purchaser would, to the fullest extent practicable and permitted under applicable Law and under the terms of such Third Party License Agreement, (a) obtain the rights and benefits (including prompt payment over to Purchaser of all monies received by Sellers or their Subsidiaries in connection with such Third Party License Agreement), and (b) assume the corresponding Liabilities and obligations thereunder (with any out-of-pocket incremental costs or expenses associated with any such arrangements to be borne 50% by Purchaser and 50% by Sellers), or (ii) Sellers would, to the fullest extent practicable and permitted under applicable Law and under the terms of such Third Party License Agreement, enforce, at the direction and for the benefit of Purchaser, all such rights and benefits with Purchaser assuming any all Liabilities that would have been assumed had the Third Party License Agreement been actually assigned to Purchaser as of the Closing Date. Sellers will continue after Closing to use reasonable efforts to obtain any such consents not obtained at Closing consistent with the standards set forth in Section 5.3, and promptly upon receipt of any such consent will transfer and assign ...
Assigned Intellectual Property. The "Assigned Intellectual Property" shall mean all Intellectual Property listed in the Intellectual Property Schedule (except as specifically noted otherwise therein);
Assigned Intellectual Property. The Seller has not transferred, assigned, licensed, abandoned, canceled, allowed to lapse or otherwise disposed of any Intellectual Property it has been assigned pursuant to any Seller Plans.
Assigned Intellectual Property. Section 2.1 Assignment of the Warehouse Management Platforms 4 Section 2.2 Assignment of the XPO Smart Software 5 ARTICLE III INTELLECTUAL PROPERTY LICENSES Section 3.1 License to SpinCo Licensees of Parent Licensed Software 6 Section 3.2 License to Parent Licensees of the NA Warehouse Management Platforms 6 Section 3.3 Shared Software 6 Section 3.4 License to SpinCo Licensees of Parent Licensed IP 7 Section 3.5 License to Parent Licensees of Licensed-Back IP 7 Section 3.6 WMx Software as a Service 7 ARTICLE IV LICENSE LIMITATIONS Section 4.1 Rights of Subsidiaries 7 Section 4.2 Sublicensing 8 Section 4.3 No Other Rights; Retained Ownership 9 Section 4.4 Other Restrictions 9 Section 4.5 Delivery 9 Section 4.6 Open Source 9 Section 4.7 Treatment of Source Code 9 Section 4.8 Source Code Restrictions 10 ARTICLE V TRANSFERABILITY
Assigned Intellectual Property. Notwithstanding any of the foregoing, TRANSFEREE shall own any and all rights, including Intellectual Property, relating to Improvements to the Hemiwedge Technology or to the Hemiwedge Products that relate to the Assigned Hemiwedge Intellectual Property.
Assigned Intellectual Property. The Assigned Intellectual Property;
