Certain IP Matters Sample Clauses

Certain IP Matters. (a) Seller hereby grants to Buyer and its Affiliates a non-exclusive, irrevocable, fully paid up, worldwide, royalty-free license to use any Intellectual Property owned by Seller that is used by Seller or its Affiliates in the conduct or operation of the Business but is not Acquired Intellectual Property solely in the conduct or operation of the Business, which license shall be effective as of Closing.
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Certain IP Matters. (a) Following the Closing, the Purchaser agrees to promptly, and in any event within ninety (90) Business Days after the Closing, cause its indirect Subsidiary, MacDermid Agricultural Solutions Italy Srl, to amend its organizational documents and make all necessary filings with all relevant Governmental Authorities to change its name to remove all references to “MacDermid.” The Purchaser shall (at its election) cause all other Acquired Companies that have the “MacDermid” name to (i) within ninety (90) days of the Closing, amend such Acquired Companies’ organizational documents and make all necessary filings with all relevant Governmental Authorities to change such Acquired Companies’ names to remove all references to “MacDermid” or (ii) as soon as reasonably practicable after Closing (given legitimate business considerations such as obtaining and implementing tax and accounting recommendations with regard to preparing such Acquired Companies for liquidation, and in light of legitimate delays which may result from the reliance on government agencies to deliver necessary documentation), make all necessary filings with all relevant Governmental Authorities to initiate liquidation of such Acquired Companies, and thereafter diligently prosecute such liquidation. The Purchaser shall, upon the written request of Seller, provide the Seller with written evidence reasonably satisfactory to the Seller of the Purchaser’s compliance with this Section 5.15(a). Notwithstanding the foregoing, the Purchaser may maintain product registrations in the United States in the name of MacDermid Agricultural Solutions, Inc. until December 31, 2022. In addition, the Purchaser may continue to issue invoices and other shipping documents in the name of either MacDermid Agricultural Solutions, Inc. or MacDermid Agricultural Solutions Italy Srl, for so long as doing so is required in order to match the name of the holder of the product registration or the registered manufacturer in the country to which the products are being exported.
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Certain IP Matters. (a) Buyer covenants that, except as hereinafter set forth in the Trademark License Agreement 1, neither Buyer nor any of its Affiliates shall use in any manner the names “Medtronic” and/or “Covidien” or certain trade dress associated with the Transferred Assets that includes such names and other marks. Buyer acknowledges and agrees that, except as set forth in the Trademark License Agreement 1, neither it nor any of its Affiliates is obtaining or receiving any rights to use in any manner any Trademarks or trade dress of Seller or any of its Affiliates other than the Trademarks included in the Transferred IP.
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Certain IP Matters. (a) Prior to the Closing, the Company shall use its reasonable best efforts, at its own expense, to transfer all Equity Seller IP Registrations to a Group Company and reflect the recordation of such transfers with the applicable intellectual property offices and to otherwise correct any chain of title defects or other discrepancies between record ownership and beneficial ownership of the owned Business IP, including by preparing, executing, filing and recording with the applicable intellectual property offices all instruments and documents necessary to cure such title defects (such actions, collectively, the “Chain of Title Clean-up”). To the extent such Chain of Title Clean-up is not conducted prior to the Closing, the Company shall, and shall cause its Subsidiaries to, reasonably cooperate with and assist Buyer and its Subsidiaries (including the Group Companies) to correct the same following the Closing.
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Certain IP Matters. (i) As used in this Agreement, “
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Certain IP Matters. Prior to the Closing, the Company shall diligently prosecute and maintain the Company Patent Rights subject to the rights of Buyer set forth in Section 9.7.
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Certain IP Matters. (a) Sellers hereby agree to transfer and assign, or to cause their Affiliates to transfer and assign, to the Companies, on the Closing Date, Intellectual Property owned by any entity of the Thales Group (other than the Companies and Company Subsidiaries), which are used by the Companies or Company Subsidiaries and which are specific to the e-Transactions Business, all such Intellectual Property being listed in Schedule 1-A of Exhibit B-1 hereto (the “Specific IP”). Buyer and Sellers hereby agree that the Specific IP shall upon assignment to the Companies hereunder at Closing, be licensed back to Seller, on the Closing Date, under the License Agreement.
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Certain IP Matters 
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Related to Certain IP Matters

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof.

  • Certain Matters Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of any proceeding with respect to (i) remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below); (ii) a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities of the Company against Indemnitee or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee’s conduct from which Indemnitee received monetary personal profit, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other provisions of any federal, state or local statute or rules and regulations thereunder; (iii) a final judgment or other final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific determination); or (iv) on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.

  • Certain Governance Matters (a) Water Pik and ATI intend that until the third annual meeting of stockholders of Water Pik held following the Distribution Date, at least a majority of the members of the Board of Directors of Water Pik will at all times consist of persons who are also members of the Board of Directors of ATI. The initial members of the Board of Directors of Water Pik and the respective initial Classes of the Board in which they will serve are as follows: Class I: Charxxx X. Xxxxxxx, Xx. Jamex X. Xxxx Class II: Michxxx X. Xxxxxx Willxxx X. Xxxxx Class III: Robexx X. Xxxxxxx (Xxairman) W. Craix XxXxxxxxxx

  • Certain Environmental Matters (i) The Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

  • Transitional Matters Each of Seller and Purchaser will use its respective reasonable efforts to cooperate to (a) transfer to Purchaser or any of its Affiliates any insurance and administrative services contracts that Purchaser wishes to continue with respect to any Employee Plan that Purchaser or any of its Affiliates is assuming or continuing pursuant to this Agreement and (b) cause any insurance carrier administering workers' compensation and other employee benefit liabilities or obligations assumed by Purchaser or any of its Affiliates to deal directly with Purchaser or such Affiliate.

  • Litigation and Environmental Matters (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

  • Additional Matters (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements.

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Certain ERISA Matters (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

  • Certain Matters of Construction The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section mean, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; (f) time of day mean time of day at Agent’s notice address under Section 14.3.1; or (g) discretion of Agent, Issuing Bank or any Lender mean the sole and absolute discretion of such Person. All calculations of Value, fundings of Loans, issuances of Letters of Credit and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all determinations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise satisfactory to Agent (and not necessarily calculated in accordance with GAAP). Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, Issuing Bank or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Whenever the phrase “to the best of Borrowers’ knowledge” or words of similar import are used in any Loan Documents, it means actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter to which such phrase relates.

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