IP Matters. (a) As soon as reasonably practicable but in no event more than thirty (30) days after the Closing Date, Buyer shall, at its sole cost and expense, make any and all filings with any office, agency or body necessary to effect the elimination of any use of the Seller Marks from the company names of any Company Entities and, subject to the penultimate sentence of this Section 6.16(a), in no event more than nine (9) months after the Closing Date, remove, cover or conceal from all of the assets and properties of the Company Entities and the Transferred Assets any and all Seller Marks. The Seller Parent (on behalf of itself and its Affiliates) hereby grants to Buyer, the Company Entities and their respective Affiliates a worldwide, fully paid-up, royalty free, non-exclusive license, to use any Trademarks that are owned by Seller Parent or any of its Affiliates (including the Seller Marks) and that were used in the Business as of the Closing, (1) for nine (9) months following the Closing, in connection with any existing, pre-printed literature and packaging materials and (2) with respect to all other uses, for six (6) months following the Closing; provided, that such Trademarks are used solely for the Business and in substantially the same manner as such Trademarks were used in the Business as of the Closing; provided further, that Buyer shall ensure that any products of the Business bearing the Seller Marks or otherwise distributed or sold under the Seller Marks are of at least the same level of quality as the same applicable products manufactured and sold by Sellers or their applicable Affiliates prior to the Closing Date. Such use of the Seller Marks shall be subject to all generally applicable style and other usage guidelines in effect and used in the Business, for the Seller Marks immediately prior to the Closing Date (which guidelines have been made available to Buyer or are known by the Transferred Employees). All goodwill associated with such use of the Seller Marks shall inure solely to the benefit of Seller or its applicable Affiliates. Notwithstanding anything to the contrary contained herein, nothing in this Section 6.16(a) shall prohibit the Buyer, the Company Entities or their respective Affiliates from using such Trademarks (and shall not be considered to be in breach of this Section 6.16(a) as a result of the use of such Trademarks) for internal purposes (provided that Buyer, the Company Entities and their respective Affiliates reasonably endeavor...
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 00 Xxxxxx Xxxxxx 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) 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 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.
IP Matters. Seller shall use commercially reasonable efforts, in each case, on or prior to the Closing Date, to (a) record change of name filings with the applicable Governmental Body for each of the trademark and design registrations listed on Schedule 6.21-A so that such registrations reflect ownership under the Company’s current name, (b) record with the United States Patent and Trademark Office a release of the security interest held by Equity Bank on each of the trademark registrations listed on Schedule 6.21-B, and (c) change the registrant information with the applicable domain name registrar for each of the domain names listed on Schedule 6.21-C to reflect registration in the Company’s current name.
IP Matters. The Company shall have engineered a work-around or obtained a replacement component for the software listed on Schedule 10.2(w), in each case as satisfactory to Parent.
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. (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.
IP Matters. (a) Effective as of the Closing Date, Sellers (on behalf of themselves and their respective Affiliates) do hereby grant to Buyer a perpetual, irrevocable, worldwide, non-terminable, non-sublicenseable (except as set forth within Section 5.14(b)), non-transferable (except as set forth in Section 5.14(c)), non-exclusive, royalty-free license under all Patents and Know-How that are owned by Sellers or any of their respective Affiliates as of the date hereof and are not included in the Transferred Intellectual Property, but are used in the operation of the Business, to develop, make, have made, promote, market, distribute, use, offer for sale, sell and import Business Products and other performance and lifestyle footwear.
