Certain Intellectual Property. (a) The Purchaser explicitly acknowledges that, regardless of whether use of the Certain Seller Trademarks by the Companies was permitted prior to the Closing, except as otherwise provided in this Section 5.12, no interest in or right to use the Certain Seller Trademarks is being transferred to the Purchaser or retained by the Companies pursuant to the transactions contemplated hereby and any such rights of the Companies shall terminate as of the Closing Date.
(b) The Purchaser hereby acknowledges and agrees that, except as specifically provided in Section 5.12(c) and in the Intercompany Agreements and the Transition Services Agreement, (i) all express and implied licenses of intellectual property from the Seller or any of its Affiliates (other than the Companies) to the Companies shall be terminated as of the Closing and (ii) the Purchaser and the Companies are not receiving any Intellectual Property Rights of the Seller or its Affiliates (other than the Companies) (the “Seller Intellectual Property”). The Purchaser agrees that any confidential information it or the Companies or their respective employees and affiliates may have regarding the Seller Intellectual Property and/or confidential information of the Seller shall be maintained in confidence in accordance with applicable Law and applicable confidentiality agreements and that the Purchaser shall take commercially reasonable steps as reasonably requested by the Seller to enforce, on behalf of the Seller and its Affiliates and at the Seller’s expense, with respect to such confidential information, the terms of any confidentiality agreements to which any Company is a party as of the Closing. The Seller shall indemnify and hold the Purchaser harmless for any liability directly resulting from such enforcement, except to the extent the liability relates to a claim against the Purchaser or any of the Companies alleging an act or omission which is unrelated to such enforcement and that could have been asserted whether or not such enforcement was undertaken.
(c) The Purchaser shall use, and shall cause the Companies to use, commercially reasonable efforts to remove or obliterate, as soon as reasonably practicable following the Closing Date, the Certain Seller Trademarks from the Companies’ signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materials, including, without limitation, Software products; in any event, the Purchaser shall and shall cause th...
Certain Intellectual Property. Any terms and conditions relating to intellectual property rights set forth in (a) this Supply Agreement, (b) any Accepted POs issued hereunder or (c) the Supplier Terms that are inconsistent with the terms and conditions contained in the Distribution Agreement, shall be subordinate to the terms of the latter.
Certain Intellectual Property. 13.[This section intentionally left blank.]..................30 4.14.
Certain Intellectual Property. As of the Closing, the Company disavows (with the consent of Buyer) any right, title or interest, if any, in and to the products, trade names, trademarks and businesses set forth on Schedule 4.12.
Certain Intellectual Property. (a) On or prior to the time of the applicable Closing Date, ARCO agrees to convey to Purchaser:
(i) by means of the sale, transfer, assignment, conveyance and delivery to Purchaser of the ARCO Alaska Shares, the ATAI Shares, the Kuparuk Shares, the Oliktok Shares, the Alpine Shares, the ARCO Marine Shares and the UTP Holdings Shares, the intellectual property, inventions, technology, trademarks, trade names, trade secrets, copyrights, know-how, research material, technical information, seismic data, geological data, geophysical data, management information systems, software and software specifications, designs, drawings, plans (whether proposed or tentative, whether adopted, pending or implemented), specifications, processes and quality control data that, as of the date that the Consent Agreement is signed, are owned, in whole or in part (but only to the extent of such part), by or has been assigned to any ARCO Alaska Company, including any special analyses, interpretations and other derivatives from proprietary seismic, geological and geophysical data owned by ARCO Alaska relating to any hydrocarbons in Alaska or the geology of Alaska (the "ARCO ALASKA INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that ARCO Alaska Intellectual Property shall not include the ARCO Patents or any proprietary trade names or trademarks of ARCO;
(ii) all patents, patent applications and inventions that, as of the date the Consent Agreement is signed, are owned, in whole or in part (but only to the extent of such part), by ARCO and primarily related to ARCO Alaska Businesses or otherwise primarily used by, for or in connection with an ARCO Alaska Company, in each case subject to any licenses to or other agreements with third parties in effect as of the date the Consent Agreement is signed (the "ARCO Patents"); and
(iii) all proprietary seismic, geological and geophysical data that, as of the date that the Consent Agreement is signed, are owned, in whole or in part (but only to the extent of such part), by ARCO or its Subsidiaries relating to any hydrocarbons in Alaska or the geology of Alaska (the "ARCO SEISMIC DATA").
(b) On or prior to the First Closing Date, ARCO and Purchaser shall enter into a license agreement for the ARCO Intellectual Property pursuant to which ARCO will grant to Purchaser a fully paid up, irrevocable non-exclusive license, for use of the ARCO Intellectual Property in connection with the operation in any manner by Purchaser of the ARCO Alaska Businesses (ex...
Certain Intellectual Property relating to Borrower’s Obagi NuDerm System and associated product line is considered by Borrower to be, and is protected as, a trade secret of Borrower under applicable Law (including common law trade secret doctrines, any applicable State’s Uniform Trade Secrets Act and the Economic Espionage Act of 1996; hereinafter, “Trade Secret Information”) and, in all material respects, has been (and at all relevant times will be) maintained in a secure, confidential manner consistent with the requirements of maintaining and preserving its status as a trade secret of Borrower. Borrower represents and warrants that the Trade Secret Information comprising the Obagi Trade Secrets deposited with Comerica Bank (or such other institution mutually agreeable to Agent and Borrower) pursuant to (and as defined in) Section 4.18 hereof (when and as so deposited) is a true, correct and complete (in all material respects) exposition of the Obagi Trade Secrets and, together with such other information publicly available or contained in Borrower’s books and records, is sufficient for purposes of enabling a Person to duplicate, utilize and commercially exploit the Obagi NuDerm System in a manner consistent with the business of Borrower as historically conducted.
Certain Intellectual Property. The Intellectual Property described on Schedule 2(l)(13) and the Intellectual Property which is the subject of litigation in the case styled Contract Management Services, Inc. ("CMSI"), a Texas corporation; Xxxxxxxx Xxxxxx, an individual, and Xxxxxxx X. Xxxxxx III, an individual v. Travel Nurse International, Case No. CIV F-01-5317 SMS, filed in the Eastern District of California, Fresno Division..
Certain Intellectual Property. That portion of the Imation Companies' Intellectual Property to be licensed pursuant to the License Agreement includes all of the intellectual property owned by the Imation Companies which is necessary for the operation of the Business. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES BY THE IMATION COMPANIES IN THIS AGREEMENT, THE IMATION COMPANIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. The Imation Companies make no representation or warranty with respect to any information concerning the Assets, the Business or the Imation Companies not expressly represented or warranted to in this Agreement, including, without limitation, except as otherwise expressly set forth in this Agreement (a) the information set forth in the Confidential Memorandum distributed by Greexx Xxxcxxx & Xompany LLC with respect to the Imation Companies and the Business or (b) any financial projection or forecast relating to the Assets, the Business or the Imation Companies. With respect to any such projection or forecast delivered by or on behalf of the Imation Companies to any Metatec Company each of the Metatec Companies acknowledges that (x) there are uncertainties inherent in such projections and forecasts and (y) each of the Metatec Companies is familiar with such uncertainties and takes full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts. None of the Metatec Companies shall have any claim against the Imation Companies, and the Imation Companies shall have no liability to the Metatec Companies with respect to any such disclaimed information, including, without limitation, the Confidential Information Memorandum or any financial projection or forecast relating to the Assets, the Business or the Imation Companies.
Certain Intellectual Property. (A) All Intellectual Property (excluding Trademarks) and Licenses set forth on Schedule 1.01(c)(ix), and (B) all Trademarks owned by Sellers except for those Trademarks set forth on Schedule 1.01(b) (but subject to Section 3.08 hereto and the Trademark License Agreement);
Certain Intellectual Property. Without limiting the representations and warranties contained in this Section 4.18 regarding the Intellectual Property owned or used by Total and its Subsidiaries, except as had not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Total, Total additionally represents and warrants with regard to certain Intellectual Property, that Total or any of its Subsidiaries own all right, title, and interest in and to the name and xxxx Total Research and as used in the business of Total or its Subsidiaries in connection with the goods and services offered under such name and xxxx in the United States, except as had not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Total.
