Business Intellectual Property Rights. (a) Section 4.8(a) of the Disclosure Letter sets forth a list of all material Business Intellectual Property Licenses entered into by Seller or identified to Seller by Angel as of the date hereof. Seller and Purchaser shall reasonably cooperate to prepare a revised list of Business Intellectual Property Licenses prior to the Closing Date, with the intention that such list shall be as complete and accurate as is practicable under the circumstances. To the knowledge of Seller, (i) the Business Intellectual Property Licenses set forth in Section 4.8(a) of the Disclosure Letter are valid and in full force and effect and (ii) no Seller Party is in material default or material breach thereunder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) or by the implied covenant of good faith and fair dealing.
Business Intellectual Property Rights. (A) Schedule 2.2(B) sets forth an accurate and complete description --------------- of all material Business Intellectual Property Rights specifying as to each such Business Intellectual Property Right, as applicable: (i) the nature of such Business Intellectual Property Right; (ii) the owner of such Business Intellectual Property Right; (iii) if such Business Intellectual Property Right is owned by a Seller, the jurisdiction(s) by or in which such Business Intellectual Property Right has been issued or registered or in which an application for such issuance or registration has been filed, including the respective registration or application number; (iv) all franchises, licenses, sublicenses, contracts and agreements pursuant to which any Person other than a Seller is authorized to use any such Business Intellectual Property Right owned by a Seller; and (v) the franchises, licenses, sublicenses, contracts and agreements pursuant to which a Seller is authorized to use any such Business Intellectual Property Right not owned by such Seller, including with respect to (iv) or (v), the identity of all parties thereto, a description of the nature and subject matter thereof, the royalty provided and the term thereof.
Business Intellectual Property Rights. The Business Intellectual Property Rights are hereby transferred to AMT IP BV. AMT IP BV shall register the registered Business Intellectual Property Rights in its name in all relevant registers. To the extent any of the Business Intellectual Property Rights consists of a license (“Business Permit”), such license shall, if permitted under the license, be transferred in accordance with the relevant requirements of such license and in accordance with Clause 2.6, simultaneously with the execution of this Deed of Assignment.
Business Intellectual Property Rights. The procedure and timeframe for the Vendor transferring documents and assets containing the Business Intellectual Property Rights to the Purchaser.
Business Intellectual Property Rights. (a) Section 4.8(a) of the Disclosure Letter sets forth a list of all material Contracts relating to Business Intellectual Property Rights entered into by any Seller Party or any of their respective Subsidiaries other than Business Intellectual Property Licenses and licenses to off-the-shelf office productivity software that is generally commercially available pursuant to shrink-wrap, click-wrap or similar license agreements.
Business Intellectual Property Rights. 4.1 The Company (i) is the sole legal and beneficial owner of all Business IPR, free and clear of Encumbrances, including all Intellectual Property Rights vesting in rF2, the rF2 Brand, rF2 Content and rF2 Software and (ii) has secured any and all third party licenses necessary for the Business to carry on its business as currently conducted, including but not limited to any Third Party Licenses Cars and Tracks.
Business Intellectual Property Rights. 5. The assets of the Taiwan sales branch
Business Intellectual Property Rights. (a) Section 4.7(a) of the Disclosure Letter sets forth a list of all material Business Intellectual Property Licenses identified by Seller as of the date hereof. Seller and Purchaser shall reasonably cooperate to prepare a revised list of Business Intellectual Property Licenses prior to the Closing Date, with the intention that such list shall be as complete and accurate as is practicable under the circumstances. To the knowledge of Seller, (i) the Business Intellectual Property Licenses set forth in Section 4.7(a) of the Disclosure Letter are valid and in full force and effect and (ii) neither Seller nor such Other Seller, nor any other party thereto, is in material default or material breach thereunder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) or by the implied covenant of good faith and fair dealing.
Business Intellectual Property Rights. The Purchased Business IP includes all of the Intellectual Property Rights used to conduct the Business as currently conducted and currently proposed to be conducted with respect to the Products under development as of the date of this Agreement.
Business Intellectual Property Rights. (i) All intellectual property rights (including but not limited to patents, trademarks, copyright, know-how, etc., whether registered or not) that have been used or can be used in the business of the Target Company and the Ultimate Target Company, which are necessary for the business of the Target Company and the Ultimate Target Company or relate to the business of the Target Company and the Ultimate Target Company, and all relevant registration applications thereof:
