Acquired Company IP Contract definition

Acquired Company IP Contract means any Acquired Company Contract, other than Excluded Contracts, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right, any Acquired Company IP or any Technology or other Intellectual Property Rights developed by, with, or for any Acquired Company or which is licensed by or to any Acquired Company.
Sample 1Sample 2Sample 3
Acquired Company IP Contract means any Acquired Company Contract that contains any assignment or license of, or covenant not to assert or enforce any Intellectual Property Right, or that otherwise grants any right (i) from an Acquired Company to any Acquired Company IP or any other Intellectual Property Rights or Technology developed by, with, or for any Acquired Company or licensed from a third party to any Acquired Company (“Outbound IP Agreements”), or (ii) to an Acquired Company of any Acquired Company IP or Intellectual Property Rights or Technology (“Inbound IP Agreements”); in the case of each of (i) and (ii), that relate to Acquired Company IP, other Intellectual Property Rights or Technology that are incorporated into any Acquired Company Product, or are material to, used in or are necessary to the operation of the business as currently conducted.
Sample 1Sample 2Sample 3
Acquired Company IP Contract means any Contract (a) to which any of the Acquired Companies is or was a party, or by which any of the Acquired Companies or any Acquired Company IP is or was bound, that contains any assignment or license in, to, or under any Acquired Company IP, or any covenant not to assert any Acquired Company IP or (b) under which any of the Acquired Companies has any right, title, or interest in any Intellectual Property or Intellectual Property Rights.
Sample 1Sample 2

Examples of Acquired Company IP Contract in a sentence

  • None of the Acquired Companies has received any written notice (or to the Company’s Knowledge, any other notice) of a default of, alleged breach of, or any offset or counterclaim with respect to any Acquired Company IP Contract that has not been fully remedied and withdrawn.

  • For these forms, the high pitch on the second syllable is the realization of the iambic accent, while the low pitch on the syllable can be explained as the default realization of Ø as low in unaccented position.

  • No event has occurred, and no circumstance or condition exists, that, with notice, the passage of time or both, will or could reasonably be expected to: (i) constitute a default under, or result in a violation or breach by any Acquired Company of, any material provision of any Acquired Company IP Contract; or (ii) give any Person the right to declare a default or exercise any remedy under any Acquired Company IP Contract.

  • No Acquired Company has distributed to any third party any Computer Software that constitutes an Acquired Company Product except pursuant to a valid and enforceable EULA in the form Made Available to Buyer pursuant to this Section 2.13(c) or another Acquired Company IP Contract Made Available to Buyer in the Data Room.

  • Den sokratiske tenkinga vektlegg det å kjenne seg sjølv, medan Machiavelli er meir intersubjektiv og vektlegg meir korleis andre kjenner eller oppfattar andre.Målet for menneska er å ha dygd for å handtere lagnaden.

  • No event has occurred, and no circumstance or condition exists, that, with notice, the passage of time or both, will: (i) constitute a default under, or result in a violation or breach by any Acquired Company of, any provision of any Acquired Company IP Contract; or (ii) give any Person the right to declare a default or exercise any remedy or termination right under any Acquired Company IP Contract.

  • Except as set forth on P art 3.11(e) of the Disclosure Schedule, each such agreement was made on an applicable Standard Form Acquired Company IP Contract that has been Made Available to Purchaser pursuant to S ection 3.11(e) above.

  • P art 3.11(e) of the Disclosure Schedule accurately identifies each Acquired Company IP Contract that both (A) is based on a Standard Form Acquired Company IP Contract Made Available to Purchaser pursuant to this S ection 3.11(e) and (B) contains terms relating to Acquired Company Owned IP Trade Secrets or Confidential Information that deviate in any material and adverse manner from the corresponding Standard Form Acquired Company IP Contract.

  • No Acquired Company is in default under or in breach of any Acquired Company IP Contract.

  • No Acquired Company has distributed or made available to any third party any Software that constitutes a Company Product except pursuant to a valid and enforceable EULA in the form Made Available pursuantto this S ection 3.11(f) or another Acquired Company IP Contract Made Available to Purchaser in the Data Room.


More Definitions of Acquired Company IP Contract

Acquired Company IP Contract means any Contract to which any of the Acquired Companies is or was a party or by which any of the Acquired Companies is or was bound or under which any of the Acquired Companies has or may acquire any right, that contains any assignment or license of, or any covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Acquired Company IP or any Intellectual Property developed by, with or for any of the Acquired Companies or the provision of any Acquired Company Offering. Acquired Company Offering. “Acquired Company Offering” shall mean each product or service developed, marketed, sold, offered, provided, or supported at any time by or on behalf of any of the Acquired Companies, and any product or service currently under development by any of the Acquired Companies. Acquired Patents. “Acquired Patents” shall mean those patents and patent applications listed in Schedule 3.9(d). Acquired Company Transaction Expenses. “Acquired Company Transaction Expenses” shall mean the amount of all fees, costs and expenses of type described in Section 12.2 of the Agreement that have been incurred or that are incurred by any of the Acquired Companies in connection with the Contemplated Transactions, including any fees, costs or expenses paid or payable to the Company’s outside legal counsel or to any financial advisor, accountant or other Person who performs or has performed services for or on behalf of any of the Acquired Companies, or who was or is otherwise entitled to any compensation from any of the Acquired Companies, in connection with the Transactional Agreements or any of the Contemplated Transactions, that have not been paid by the Selling Shareholders in their individual capacity prior to the Closing. 49
Sample 1
Acquired Company IP Contract has the meaning set forth in Section 3.9(c).
Sample 1
Acquired Company IP Contract means any Company Contract that is a XXXX or contains any assignment or license of any Intellectual Property or Intellectual Property Right or that otherwise relates to any Acquired Company IP or any Intellectual Property developed by, with or for any of the Acquired Companies, including any Inbound Licenses and Outbound Licenses. “Acquired Company Privacy Policy” means each external or internal, past or present privacy policy, representation, statement, or notice of any Acquired Company, including any policy relating to: (a) the privacy of users of any Acquired Company Web Site or Acquired Company Software; (b) the data protection, Processing, security, collection, storage, disclosure or transfer of any Personal Data; or (c) any employee information. “Acquired Company Software” has the meaning set forth in Section 3.11(k). “Acquired Company System” means any information technology or computer system (including software, hardware, equipment, databases and telecommunications infrastructure) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of electronic or other data or information, in each case that is used in or necessary for the conduct of the business of any of the Acquired Companies (including any Acquired Company Web Site) at any time. “Acquired Company Web Site” means any public or private website, social media page or mobile application owned, maintained or operated at any time by or on behalf of any of the Acquired Companies, including the website at xxx.xxxxx.xxx, and any online service made available by any Acquired Company. “Acquisition Transaction” means any transaction or series of transactions involving: (a) the sale, license, sublicense or disposition of all or a material portion of any Acquired Company’s business or assets, including Intellectual Property and Intellectual Property Rights; (b) the grant, issuance, disposition or acquisition of: (i) any share capital, unit, membership interest or other equity security of, or Equity Interest in, any Acquired Company; (ii) any option, call, warrant or right (whether or not immediately exercisable) to acquire any share capital, unit or other equity security of, or Equity Interest in, any Acquired Company other than pursuant to an Company Employee Plan in a transaction permitted under Section 6.2; or (iii) any security, instrument or obligation that is or may become convertible into or exchangeable for any share capital, unit or oth...
Sample 1
Acquired Company IP Contract means any Company Contract that is a XXXX or contains any assignment or license of, or any covenant not to assert or enforce, any Intellectual Property or Intellectual Property Right or that otherwise relates to any Acquired Company IP or any Intellectual Property developed by, with or for any of the Acquired Companies, including each Contract with a Company Associate or other IP Contributor, and including all Contracts required to be set forth on Part 3.11(b) or Part 3.11(c) of the Disclosure Schedule, all Non-Scheduled In-Licenses, and all Non-Scheduled Out-Licenses.
Sample 1

Related to Acquired Company IP Contract

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Company Subsidiary means any Subsidiary of the Company.

  • Parent Material Contract has the meaning set forth in Section 4.20(a).

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Owned Company IP means the Intellectual Property that is owned by the Company or any of the Company Subsidiaries.

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Target Companies means the Target and its Subsidiaries.

  • Company IP means all Intellectual Property Rights and Intellectual Property owned by or exclusively licensed to the Company.

  • Assumed Contract means any Executory Contract or Unexpired Lease assumed by the Reorganized Debtors in accordance with Article V of the Plan.

  • Company Material Contracts has the meaning set forth in Section 3.18(a).

  • Acquired Entities means the Company and the Acquired Subsidiaries.

  • Company Material Contract has the meaning set forth in Section 3.15(a).

  • Acquired Corporations means the Company and each of its Subsidiaries.

  • Assigned Contract has the meaning set forth in Section 1.5(a).

  • Transferred IP means the intellectual property rights set out in the Asset List.

  • Group contract means a contract for health care services which by its terms limits eligibility to members of a specified group. The group contract may include coverage for dependents.

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

  • Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.

  • IP Licenses shall have the meaning set forth in Section 3.12(a) hereof.

  • Subject Company shall have the meaning set forth in Section 6.10(a).