Delineation and Return of Intellectual Property Sample Clauses

Delineation and Return of Intellectual Property. Upon (I) the occurrence of an event that causes the dissolution, termination, and Liquidation of the Company under Section 8.1(a) or (II) in the event of a bankruptcy of Workhorse, the date that is sixty (60) days after delivery of the Notice of Bankruptcy Sale so long as Workhorse has not received a bona fide written offer to purchase the Membership Interests held by Workhorse which is acceptable to the Lenders in their sole discretion, the Board shall promptly, and in any event within five (5) days of the occurrence of any event described in Section 8.1(a), define the Horsefly IP as (i) Moog IP, (ii) Workhorse IP, or (iii) Improvements. The Company shall then forthwith (A) transfer all Moog IP to Moog; (B) transfer all Workhorse IP to Workhorse; and (C) transfer each Improvement to the Member that developed and contributed such Improvement, subject to a perpetual, royalty-free license by the Member owning such Improvement to the other Member such that each Member is fully able to utilize and commercialize such Improvements in connection with the Moog IP and the Workhorse IP, as applicable; and after the completion of the above items, proceed with the winding up and liquidation of the Company and its remaining assets, if any. The Board shall liquidate the Company’s remaining assets, if any, and distribute them in the manner and in accordance with the priorities set forth in Section 8.2. The Company shall not terminate until: (i) the Company’s remaining assets, if any, have been distributed in the manner set forth in Section 8.2; (ii) such time as all Sponsored Projects existing as of the date of occurrence of the event that causes the dissolution, termination, and Liquidation of the Company have terminated; and (iii) the Certificate of Dissolution has been properly filed with the Secretary of State of the State of Delaware in accordance with the Act. No new Sponsored Projects or other licensing arrangements with respect to any Horsefly IP may be commenced on or after the date of occurrence of the event that causes the dissolution, termination, and Liquidation of the This document does not contain Technical Data or Technology as defined in the ITAR Part 120.10 or EAR Part 772 Company. Prior to the termination of the Company, its Business and the rights, duties, and interests of the Company shall continue to be governed by this Agreement; provided, however, each existing Sponsored Project shall continue in accordance with the License granted under Section 4...
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Related to Delineation and Return of Intellectual Property

  • Definition of Intellectual Property For purposes of this Agreement, the term “Intellectual Property” means all Works, trademarks, trademark applications, patents, patent applications, copyright materials, trade names, trade name applications, industrial designs, and applications to register designs.

  • Protection of Intellectual Property 1. The Parties shall grant and ensure adequate, effective and non-discriminatory protection of intellectual property rights, and provide for measures for the enforcement of such rights against infringement thereof, counterfeiting and piracy, in accordance with the provisions of this Article, Annex VI and the international agreements referred to therein.

  • Intellectual Property Matters A. Definitions

  • Protection and Registration of Intellectual Property Rights (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

  • Protection of Intellectual Property Rights (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

  • Maintenance of Intellectual Property The Company will, and will cause each of its Subsidiaries to, take all reasonable action necessary or advisable to maintain all of the Intellectual Property Rights of the Company and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Possession of Intellectual Property The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS 9.1 The Institution acknowledges that all copyrights, patent rights, trade marks, database rights, trade secrets and other intellectual property rights relating to the Licensed Material are the sole and exclusive property of Publisher or are duly licensed to the Publisher and that this Licence does not assign or transfer to the Institution any right, title or interest therein except for the right to use the Licensed Material in accordance with the terms and conditions of this Licence.

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