Transfer of Transferred Intellectual Property Sample Clauses

Transfer of Transferred Intellectual Property. On or prior to the First Closing Date, as part of the closing deliveries set forth in Section 5.3 above, UniTek and its relevant Affiliates (including Sellers, if applicable) shall execute all reasonably requested documentation requested by the Purchaser to transfer to the Purchaser (i) the domain name xxx.xxxxxxxxx.xxx, and (ii) all of UniTek’s and its Affiliates’ rights, title and interest to use the trade name “NexLink Global Services.” Purchaser shall hold such executed documentation and shall not take any steps to effectuate or otherwise file, record and transfer said documentation until first anniversary of the First Closing Date.
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Transfer of Transferred Intellectual Property. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer all of Seller’s right, title and interest in, to and under the Transferred Intellectual Property, and Buyer shall purchase the Transferred Intellectual Property from Seller, in each case, pursuant to assignment documents in the forms attached hereto as Exhibit C, Exhibit D and Exhibit E. In addition, Seller agrees to execute and deliver either at the Closing or thereafter such additional assignment documents or other documents as Buyer may reasonably request in order to affect and record the transfer of the Transferred Intellectual Property in the relevant jurisdictions.
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Transfer of Transferred Intellectual Property. Transferor hereby irrevocably Conveys to Transferee and its successors and assigns, and Transferee hereby acquires and accepts, all of Transferor’s right, title, and interest in, to and under the Transferred Intellectual Property.
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Transfer of Transferred Intellectual Property. Upon the terms and subject to the conditions contained herein, on the Closing Date, Sellers shall sell, convey, transfer, assign and deliver to Buyer all of Sellers' right, title and interest in, to and under the Transferred Intellectual Property, and Buyer shall purchase the Transferred Intellectual Property from Sellers. In addition, Sellers agree to execute and deliver either on the Closing Date or thereafter such assignment documents or other documents as Buyer may reasonably request in order to affect and record the transfer of the Transferred Intellectual Property.
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Transfer of Transferred Intellectual Property. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer and/or its designated Affiliates, and Buyer and/or its designated Affiliates shall purchase from Seller, all of Seller’s and Seller’s Affiliates’ right, title and interest in, to and under the Transferred Intellectual Property, free and clear of all Liens, except Permitted Liens; provided, however, that Seller and, to the extent applicable, Seller’s Affiliates, shall expressly retain, and Buyer shall and hereby does expressly grant to Seller and, to the extent applicable, Seller's Affiliates, a perpetual, world-wide, non-exclusive, fully paid-up license (with the right to sublicense to one or more Affiliates of Seller, contract manufacturers of Seller and/or its Affiliates and any Person that purchases the assets of any business in which Seller or such Affiliate uses such right) to practice and use: (a) the Transferred Trade Secrets and Know-How (other than Formulations, Specifications and Processing Instructions) and any Copyrights embodying the same; and (b)(i) the Patents set forth in Schedule 2.1, (ii) any foreign patent application corresponding to such patents and (iii) any divisionals, continuations, continuations-in-part, reexaminations, corrections, and/or extensions, and each patent that issues or reissues from any of the items set forth in clause (i) or (ii), and the foregoing sale, conveyance, transfer, assignment and delivery shall be made subject to the retention of such right and grant of such license. For the avoidance of doubt, any sublicense granted by Seller to an Affiliate of Seller hereunder shall continue to survive even if such Person ceases to be an Affiliate of Seller. For the further avoidance of doubt, the license back to Seller and Seller’s Affiliates does not apply with respect to any right regarding any Trademarks, Domain Names or Copyrights (except to the extent such Copyrights embody any Transferred Trade Secrets and Know-How) included in the Transferred Intellectual Property. Subsequent to the Closing and consistent with Buyer’s ownership of the Transferred Intellectual Property, Buyer shall have the right, but not the obligation, to determine in its sole discretion whether and how to protect the Transferred Intellectual Property (including the right, but not the obligation, to determine in its sole discretion whether and how to file, prosecute and maintain the Transferred Intellect...
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Related to Transfer of Transferred Intellectual Property

  • Transfer of Intellectual Property The Executive hereby agrees to transfer to the Company and/or its subsidiaries and consolidated affiliated entities all intellectual property rights in the works created during the Employment or other intellectual property rights deemed to be occupational works in accordance with applicable laws and regulations (the “Occupational Works”). The “intellectual property rights” as referred to in this Agreement means all current and future intellectual property rights, including but not limited to patent rights, trademarks or copyrights in any country, whether registered or not. The Executive agrees that, throughout the course of the Employment and at all times thereafter, the Executive shall execute necessary documents and take necessary action to implement transfer of the Occupational Works to the Company or its consolidated affiliated entities. The Executive acknowledged that the Company shall, where permitted by applicable laws and regulations, hold all rights and interests in the Occupational Works, including any patent or copyrights. The Executive further agrees that, throughout the course of the Employment and at all times thereafter, the Executive and his or her heirs, assignees and representatives will, upon the Company’s requests, assign exclusively to the Company or any of its subsidiaries and consolidated affiliated entities any right, title and interest in the Occupational Work and assist in the preparation and execution of all applications and instruments and carry out other tasks or procedures necessary in accordance with applicable laws and regulations for the Company to obtain and maintain the patent and other intellectual property right in any applicable jurisdictions and/or protecting the rights and interests of the Company and/or any of its subsidiaries and consolidated affiliated entities in the Occupational Works.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • Registered Intellectual Property All rights in respect of that -------------------------------- registered Intellectual Property set forth on Schedule 2.8 and any applications therefor (collectively the "Contributed Registered ---------------------- Intellectual Property") and any remedies against any and all past, --------------------- present and future infringements thereof and rights to protection of interest therein.

  • Transfer of Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital.

  • Rights to Intellectual Property This Data Agreement does not give Service Provider any rights, implied or otherwise, to CDI, data, content or intellectual property except as expressly stated in any underlying agreement between the parties. This includes but is not limited to the right to share, sell or trade CDI. The District acknowledges that this agreement does not convey any intellectual property right in any of Service Provider’s materials or content, including any revisions of derivative work or material. Service Provider-owned materials shall remain the property of the Service Provider. All rights, including copyright, trade secrets, patent and intellectual property rights shall remain the sole property of the Service Provider.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Owned Intellectual Property Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to xxx a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service xxxx, trade secret, or any other proprietary rights protection legally available.

  • Company Intellectual Property The Executive agrees to promptly disclose to the Company any and all work product, inventions, artistic works, works of authorship, designs, methods, processes, technology, patterns, techniques, data, Confidential Information, patents, trade secrets, trademarks, domain names, copyrights, and the like, and all other intellectual property relating to the business of the Company and any of its affiliates which are created, authored, composed, invented, discovered, performed, perfected, or learned by the Executive (either solely or jointly with others) during the Employment Term (collectively, together with such intellectual property as may be owned or acquired by the Company, the “Company Intellectual Property”). The Company Intellectual Property shall be the sole and absolute property of the Company and its affiliates. All work performed by the Executive in authoring, composing, inventing, creating, developing or modifying Company Intellectual Property and/or other work product to which copyright protection may attach during the course of the Executive’s employment with the Company shall be considered “works made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company. To the extent such works, work product or Company Intellectual Property are not considered “works made for hire,” all right, title, and interest to such works, work product and Company Intellectual Property, including, but not limited to, all copyrights, patents, trademarks, rights of publicity, and trade secrets, is hereby assigned to the Company and the Executive agrees, at the Company’s expense, to execute any documents requested by the Company or any of its affiliates at any time in relation to such assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property used by the Company or held for use in the business of the Company, including all Company Intellectual Property. The Executive further acknowledges and agrees that any and all derivative works, developments, or improvements based on intellectual property, materials and assets subject to this Section 6 created during the Employment Term (including, without limitation, Company Intellectual Property) shall be exclusively owned by the Company. The Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Employment Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company and its affiliates in such intellectual property, materials and assets, including, without limitation, the Company Intellectual Property.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

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