IP Transfer Sample Clauses
POPULAR SAMPLE Copied 2 times
IP Transfer. Immediately prior to the Acceptance Time, the Company shall have effected a transfer of all rights in the UK Subsidiary’s intellectual property from its UK Subsidiary to the Company on terms and conditions reasonably satisfactory to Parent; provided however, that in no event shall the obligations pursuant to this Section 5.18 be considered for purposes of any condition pursuant to Section 7.1(f) or clauses (e)(iv), e(v) or (e)(vi) of Annex I.
IP Transfer. At the third closing of the transactions contemplated hereby (the "Third Closing"), and upon the terms and subject to the conditions of this Agreement, WWT shall sell convey, transfer, assign and deliver to CES, free and clear of all liens and encumbrances (provided however that, for purposes of this Section 1.3(a), the term "free and clear of all liens and encumbrances" shall not be deemed to include liens or encumbrances arising as a result of infringement or similar matters; any representation as to infringement being expressly disclaimed by WWT), and CES will purchase and acquire from WWT, all right, title and interest of WWT in and to the Transferred IP and any and all goodwill associated with the business of using the Transferred IP.
IP Transfer. The licenses and other rights granted in this Agreement are intended to be and will be binding on any permitted assignee or other transferee of any right, title, or interest with respect to any IP Rights licensed hereunder. Without limiting the generality of the foregoing, and without limiting anything else in this Agreement, if a Party (“IP Assignor”) assigns or otherwise transfers any right, title or interest to a Third Party (“IP Assignee”) with respect to any of the IP Rights licensed by IP Assignor to the other Party hereunder, IP Assignor will cause the IP Assignee to agree in writing that such rights are subject to the licenses and other rights granted under or with respect to such IP Rights pursuant to this Agreement, and such assignment or other transfer shall only be effective if such IP Assignee does so agree.
IP Transfer. Evidence reasonably satisfactory to Purchaser that the transfer of Company Intellectual Property contemplated by Section 1.17 has occurred.
IP Transfer. The Seller shall take all actions reasonably necessary to transfer complete ownership, free and clear of any liens or encumbrances (other than Permitted Lines) of the Intellectual Property set forth in Section 5.10 of the Company Disclosure Schedule (the “Transferred Intellectual Property”) to, as designated by the Buyer within thirty (30) days following the Execution Date, either (a) the Company or (b) any wholly owned Subsidiary of the Company organized or incorporated for the purpose of owning the Intellectual Property set forth in Section 5.10 of the Company Disclosure Schedule (the “IP Transfer”), at or prior to the Closing Date.
IP Transfer. The IP Transfer shall have been completed to the reasonable satisfaction of the Buyer.