Intellectual Property Agreements Sample Clauses

Intellectual Property Agreements. Disclosure Schedule 3.14.2 sets forth all license agreements or other contracts pursuant to which the Company has the right to use or exploit any Third Party IP (the “Inbound Licenses”), other than object code licenses of commercial off-the-shelf computer software used for internal business purposes under standard shrink-wrapped software licenses having a cost of less than $2,500 per copy (the “Shrink-Wrapped Licenses”), indicating, with respect to each Inbound License, the Third Party IP covered by such Inbound License and the owner of the Third Party IP. Disclosure Schedule 3.14.2 sets forth all license agreements or other contracts to which the Company is a party and pursuant to which any Person is authorized to use any Seller IP (the “Outbound Licenses” and, collectively with the Inbound Licenses and the Shrink-Wrapped Licenses, the “Intellectual Property Agreements”). The Company owns all right, title and interest in and to all Seller-Owned IP free and clear of all Encumbrances and licenses other than the Outbound Licenses. Other than the Intellectual Property Agreements, third party non-disclosure agreements not required to be disclosed under Section 3.14.7 or as set forth on Disclosure Schedule 3.14.2, there are no instruments, licenses, contracts or other agreements governing or relating to any Seller IP. The Company has delivered to Parent complete and correct copies of all third party non-disclosure agreements pursuant to which the Company has disclosed any confidential or proprietary information to any Person (the “Non-Disclosure Agreements”). With respect to the Intellectual Property Agreements and the Non-disclosure Agreements: (a) all are valid, binding and in full force and effect, (b) the Company and, to the Knowledge of the Company, each other party thereto have performed their obligations thereunder, (c) neither the Company nor, to the Knowledge of the Company, any other party thereto is in default thereunder, and (d) there is no event or circumstance that with notice or lapse of time, or both, would constitute a default or event of default, on the part of the Company or, to the Knowledge of the Company, any other party thereto or give to any other party thereto the right to terminate or modify any Intellectual Property Agreement or Non-Disclosure Agreement. The Company has not received notice that any party to any Intellectual Property Agreement intends to cancel, terminate or refuse to renew (if renewable) such Intellectual Property Agr...
Intellectual Property Agreements. Cardinal Health and CareFusion shall enter into the Intellectual Property Agreements on or prior to the Distribution Date. To the extent that any representations, warranties, covenants or agreements between the parties with respect to Intellectual Property matters are set forth in the Intellectual Property Agreements, such Intellectual Property matters shall be governed exclusively by the Intellectual Property Agreements and not by this Agreement.
Intellectual Property Agreements. Each of the Buyer and the Company shall execute and deliver at Closing (i) the trademark license agreement in the form attached hereto as Exhibit H (“Trademark License Agreement”), (ii) the Shared IP Agreements in the form attached hereto as Exhibit I wherein (A) one Shared IP Agreement will provide that the Buyer, as licensor, will license certain specified intellectual property to the Company, as licensee (“Shared TreeHouse IP Agreement”), and another Shared IP Agreement will provide that the Company, as licensor, will license certain specified intellectual property to the Buyer, as licensee (“Shared Del Monte IP Agreement,” and together with the Shared TreeHouse IP Agreement, the “Shared IP Agreements”), in each case, including the parties’ respective rights and obligations under the Heinz IP Agreements, the terms and conditions of which are more fully set forth therein; (iii) the Trademark Assignment Agreement in the form attached hereto as Exhibit J; (iv) the Intellectual Property Assignment in the form attached hereto as Exhibit K; and (v) the Domain Name Transfer Agreement in the form attached hereto as Exhibit L.
Intellectual Property Agreements. Schedule 5 hereto sets forth a complete and correct list of all material licenses and other user agreements, other than Permitted Licenses, included in the Intellectual Property on the date hereof. Notwithstanding anything contained herein to the contrary, each Debtor hereby represents and warrants that (a) except for Permitted Licenses granted by such Debtor in its Intellectual Property from time to time during the ordinary course of its business activities, such Debtor has not made any specific grants of licenses or sublicenses in any individual Copyright, Patent, or Trademark identified in Schedule 2, Schedule 3 and Schedule 4 hereto, and (b) no licensee or sublicensee has obtained an option to acquire sole title to any Debtor’s Intellectual Property.
Intellectual Property Agreements. The agreements set forth in Section 9.14 shall have been executed.
Intellectual Property Agreements. The provisions of the Intellectual Property Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Intellectual Property Security Agreements shall limit any of the rights or remedies of Agent hereunder. In the event of any conflict between any provision in this Agreement and a provision in an Intellectual Property Security Agreement, such provision of this Agreement shall control.
Intellectual Property Agreements. After the Closing Date, Seller shall use commercially reasonable efforts to obtain written consents that would permit Seller to assign the Intellectual Property Agreements to Buyer. In the event that Seller obtains such consent as to an Intellectual Property Agreement, Seller shall provide written notice to Buyer that it has received such consent. Unless Buyer informs Seller within ** Business Days of receipt of such notice that Buyer rejects the assignment of such Intellectual Property Agreement, at such time as the Seller Distribution Term terminates, Buyer and Seller shall execute an assignment agreement substantially in the form attached hereto in Exhibit D and such Intellectual Property Agreement shall be deemed a Purchased Asset as of such time. If Seller is not able to obtain any such written consent(s) or Buyer rejects the assignment of any Intellectual Property Agreement, then Buyer hereby acknowledges that Seller shall not be in breach of this provision with respect to such Intellectual Property Agreement and all Liabilities associated with such Intellectual Property Agreement shall remain Retained Liabilities.
Intellectual Property Agreements. Part 3.1.21 of the Disclosure Letter contains a complete and accurate list of all material Contracts relating to the Company Intellectual Property Assets to which the Company is a party or by which the Company is bound, except for any license implied by the sale of a product and any perpetual, paid-up licenses for commonly available software programs with an individual value of less than $5,000 under which the Company is the licensee and any non-exclusive licenses granted by the Company in the Ordinary Course of Business. There are no outstanding and, to the Company's Knowledge, no Threatened disputes or disagreements with respect to any such agreement.