IP Matters Sample Clauses
IP Matters. (a) Purchaser acknowledges that it is not purchasing or licensing any right, title or interest in or to the name “Univar,” or any abbreviations or variations thereof (collectively, the “Seller Trademarks”). Notwithstanding the foregoing, the Company Group and its Affiliates shall have a limited, non-exclusive, non-sublicensable, royalty-free right to use the Seller Trademarks in connection with the Company Group’s and its Affiliates’ products and any related services, trucks, equipment, signage, advertising and promotional materials, packing and shipping materials and other similar materials consistent with the manner used by Seller (with respect to the Business) prior to Closing for a period of 90 days after the Closing (the “Initial Univar License Period”). Purchaser acknowledges that Purchaser’s use of the Seller Trademarks is for the sole benefit of, and all times shall inure to the benefit of Seller and its Affiliates.
(b) On the day immediately following the last day of the Initial Univar License Period, Purchaser shall rebrand the Company Group name and stop actively marketing the Company Group with the Seller Trademarks. Following the Initial Univar License Period and until August 15, 2020 (the “Univar License Transition Period”), Purchaser shall cause the Company Group to, and the Company Group shall, begin the process of removing all Seller Trademarks from all products and related services and halt all references to each of the Seller Trademarks on any products and related materials.
(c) Beginning on the day immediately following the last day of the Univar License Transition Period, Purchaser and the Company Group shall discontinue the use of Seller Trademarks.
(d) Notwithstanding anything in this Agreement to the contrary, and without limiting the rights otherwise granted in this Section 7.24, Purchaser and the Company Group (i) may, at all times after the Closing, (x) keep records and other historical or archived documents containing or referencing the Seller Trademarks, and (y) refer to the historical fact that the Business was previously conducted under the Seller Trademarks as necessary, but not for marketing purposes; and (ii) have no obligation to alter, remove or otherwise eliminate any use or reference to any Seller Trademark in (x) any materials or documents stored in archival or electronic backup systems or that otherwise are not public-facing or client-facing or (y) in any existing Contract or in any products, materials (including bus...
IP Matters. (a) Neither Purchaser nor any of its Affiliates (including the Purchased Companies or any of their Subsidiaries) shall acquire any rights in, or use, or have the right to use, the AECOM Name and AECOM Marks or any name or mark that is similar to or embodying the AECOM Name and AECOM Marks. As promptly as reasonably practicable following the Closing, Purchaser shall cause each of the Purchased Companies (and Subsidiaries thereof) having a name, Mark or logo that includes the AECOM Name and AECOM Marks to change its name to a name that does not include the AECOM Name and AECOM Marks, including making any Filings necessary to effect such change within sixty (60) days following the Closing, and shall complete the removal of the AECOM Name and AECOM Marks (i) within sixty (60) days following the Closing from all websites, social and mobile media or other digital content in their possession or control and (ii) within six (6) months following the Closing from all products, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets. Seller and Purchaser agree to the matters set forth in Section 5.8 of the Seller Disclosure Schedules. Seller Parent hereby grants to the Purchased Companies and their Subsidiaries a royalty-free, fully paid-up, non-exclusive, non-sublicensable, non-assignable, limited right and license to use the AECOM Name and AECOM Marks solely for the above time periods and purposes. Purchaser agrees that any use of the AECOM Name and AECOM Marks by any of the Purchased Companies or their Subsidiaries pursuant to such license will be in a manner consistent with past practice and transitional “phase out” use and that the Purchased Companies and their Subsidiaries will maintain quality standards at least as high as those in effect as of the Closing Date with respect to any goods or services provided or delivered using the AECOM Name and AECOM Marks and shall cease to hold themselves out as having any affiliation with Seller Parent or its Subsidiaries from and after the Closing.
(b) Seller Parent and its applicable Subsidiaries hereby grant to Purchaser and the Purchased Entities (and their Subsidiaries), effective as of the Closing, a perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, non-sublicensable, non-assignable, limited, personal license to use the Intellectual Property (excluding the AECOM Name and AECOM Marks and any other Marks and excluding any Business In...
IP Matters. Notwithstanding the Parties’ agreement to arbitrate, unless the Parties agree in writing in any particular case, claims and disputes between the Parties relating to or arising out of, or for which resolution depends on a determination of the interpretation, validity, enforceability or infringement of, patents or trademarks or the misappropriation of trade secrets, shall not be subject to arbitration under this Agreement, and the Parties may pursue whatever rights and remedies may be available to them under law or equity, including litigation in a court of competent jurisdiction, with respect to such claims and disputes.
IP Matters. As between the (i) Company and the Local Operating Entities, on the one hand, and (ii) CRISPR or Bayer (and their respective Affiliates), on the other hand (each a “Primary Employer”), the Company and each Primary Employer agree that (i) any Seconded Employee’s works of authorship, discoveries, inventions and innovations resulting from the services performed by such Seconded Employees for the Company or a Local Operating Entity, or (ii) any proposals, research, records, reports, recommendations, manuals, findings, evaluations, forms, reviews, information, data, computer programs and software originated or created by any Seconded Employee for the Company or a Local Operating Entity or in the performance of such services (such items being hereinafter referred to collectively and severally as “Work Product”), in each case which is an original work of authorship, including but not limited to any computer program or software, is a “work made for hire” within the meaning of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code Section 101 in that it is a work that has been specially ordered or commissioned by the Company or such Local Operating Entity for use as a contribution to a collective work, as part of an audiovisual work, as a translation, as a supplementary work, as a compilation and/or as an instructional text. To the extent any Work Product is not a “work made for hire,” each Primary Employer [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. hereby agrees to take all action to assign, and to have the Seconded Employees assign, to the Company or such Local Operating Entity all right title and interest in and to such Work Product, including all intellectual property rights therein or based thereon. Notwithstanding the foregoing or anything else herein to the contrary, the rights and obligations under this Section 8.9(d) and the final allocation of ownership with respect to any Work Product (including all intellectual property rights therein) shall be allocated in accordance with, and remain subject to, in all cases the terms and conditions of the Intellectual Property Management Agreement.
IP Matters. (a) Following the Closing Date, except as expressly set forth herein or in the Transition Services Agreement, neither the Company nor any of its Affiliates shall have any right, title or interest in or to the Truist Marks. The Company hereby acknowledges and agrees that neither it nor any of its Affiliates shall acquire any goodwill, rights or benefits arising from use of the Truist Marks and that all such goodwill, rights and benefits shall inure solely to Truist and its Affiliates, as applicable.
(b) Effective as of the Closing Date, subject to the terms and conditions of this Agreement, Truist, on behalf of itself and its Affiliates, hereby grants to the Company a limited, non-exclusive, royalty-free, paid-up, non-sublicensable (other than to Affiliates and other third parties on behalf of the Company’s and its Affiliates’ businesses), non-assignable license, on an as is, warranty-free basis (except as otherwise provided in this Agreement or in any other Transaction Agreement), solely until the date that is 180 days following the Closing Date (“Transition Period”), to use the Truist Marks in the operation of the businesses of the Company and its Affiliates, in a manner substantially consistent with how they were conducted as of the Closing Date, in each case, solely to the extent and as such Truist Marks were used by the Company and its Affiliates therein for the 12 months prior to the Closing Date (it being understood that (i) the Company and its Affiliates shall not apply the Truist Marks to, or otherwise use the Truist Marks on or in connection with, any new products or services that were not in existence as of the Closing Date without the written consent of Truist, (ii) any use by the Company and its Affiliates of the Truist Marks during the Transition Period shall be subject to compliance in all respects with all style and other usage guidelines in effect as of the date of the Agreement and provided in writing by Truist to the Company and its Affiliates from time to time, and (iii) upon reasonable request during the Transition Period and at no charge to Truist, the Company and its Affiliates shall make available to Truist a reasonable number of representative samples of any and all products or services sold by the Company and its Affiliates under the Truist Marks to facilitate proper quality control).
(c) Except as otherwise expressly permitted pursuant to this Section 5.14 or in the Transition Services Agreement, promptly after the Closing Date (...
IP Matters. To the extent there exists any Intellectual Property owned by the Seller or its Affiliates after the Closing (other than the Retained Names and Marks) that was used but not primarily used in the operation of the Business as of the Closing, the Seller, on behalf of itself and its Affiliates, hereby grants to the Purchaser and its Affiliates a perpetual, irrevocable, non- exclusive, worldwide, assignable, sublicensable, royalty-free and fully-paid-up license to use such Intellectual Property in connection with the operation of the Business (and natural evolutions thereof).
IP Matters. Within ninety (90) days after the Closing Date (or such extended period of time as agreed to by the Administrative Agent), the Borrower shall provide evidence to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, that all breaks in the chain of title of the Intellectual Property of the Credit Parties have been corrected in the appropriate records of the United States Patent and Trademark Office and the United States Copyright Office.
IP Matters. In connection with any proposed Separate Development Program, the Parties agree to cooperate and share information regarding the existence of potential Third Party intellectual property rights relating to such activities. Each Party agrees to disclose any information, of which it is aware, where the development activities proposed to be conducted under the Separate Development Plan may be covered by any Third Party intellectual property rights; provided that neither Party shall be required to investigate whether there are any intellectual property rights of Third Parties that may impact Onyx’s ability to conduct a Separate Development Program.
IP Matters. Purchaser, on behalf of the Transferred Companies, acknowledges and agrees that neither Purchaser, the Transferred Companies nor any of their Affiliates (i) as of the Closing has, nor following the Closing shall have, any right, title or interest in or to any trademarks owned by the Sellers or any of their Affiliates, including the name “TD”, “The Toronto-Dominion Bank”, “TD Securities”, “▇▇ ▇▇▇▇▇” or “▇▇▇▇▇” or any derivative, variation, translation, stylization or adaptation thereof, or any Trademark confusingly similar thereto (collectively, the “Seller Marks”) and (ii) shall use or display the Seller Marks after the Closing.
IP Matters. Within sixty (60) days after the Closing Date (or such extended period of time as agreed to by the Administrative Agent), the Borrower and the Subsidiary Guarantors shall have used commercially reasonable efforts to correct with the United States Patent and Trademark Office any chain of title issues with respect to its Intellectual Property and to file with the United States Patent and Trademark Offices any security interest terminations, in each case as may be reasonably requested by the Administrative Agent.