Assumed IP Licenses definition

Assumed IP Licenses shall have the meaning set forth in Section 2.02(a)(iv).
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Assumed IP Licenses means all Intellectual Property licenses included in the Transferred Assets, including the licenses set forth on Schedule 1.1(c).
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Assumed IP Licenses means all of the IP Licenses that constitute Acquired Assets.
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Examples of Assumed IP Licenses in a sentence

  • The Sellers shall have delivered to Buyer all Required Consents, including in respect of the material Assumed Contracts and material Assumed IP Licenses that will be assumed by Buyer or the Purchased Entities prior to the Closing, taking into consideration the effects of the Sale Order.

  • The Sellers shall pay all Cure Amounts in respect of the Assumed Contracts and Assumed IP Licenses and shall bear all Transfer Taxes related to the Sellers’ sale of the Acquired Assets and the assumption of the Assumed Contracts and Assumed IP Licenses.

  • In addition, promptly after the Initial Closing, the Subject Entities, upon the request of Buyer, shall take all actions reasonably necessary to cause the Sellers’ businesses (other than those businesses constituting Excluded Assets) to cease operations and wind down, including by terminating any and all Permits or IP Licenses other than those which are or may still become Assumed Contracts or Assumed IP Licenses pursuant to Section 2.3.

  • In addition, promptly after the Initial Closing, the Subject Entities, upon the request of Buyer, shall take all actions reasonably necessary to cause the Sellers' businesses (other than those businesses constituting Excluded Assets) to cease operations and wind down, including by terminating any and all Permits or IP Licenses other than those which are or may still become Assumed Contracts or Assumed IP Licenses pursuant to Section 2.3.

  • Immediately upon the Closing, Buyer will own all of the Assumed Owned Intellectual Property, and all Intellectual Property licensed to the Sellers under the Assumed IP Licenses will be available for use by Buyer, free from Encumbrances (other than Permitted Encumbrances), and on the same terms and conditions as in effect immediately prior to the Closing.

  • The Sellers shall pay all Cure Amounts in respect of the Assumed Contracts and Assumed IP Licenses and shall bear all Transfer Taxes related to the Sellers' sale of the Acquired Assets and the assumption of the Assumed Contracts and Assumed IP Licenses.

  • Sellers are the sole and exclusive legal and beneficial, and with respect to the Intellectual Property subject to issuance, registration or application, record, owner of all right, title and interest in and to the Assumed Owned Intellectual Property in each case free and clear of all Encumbrances, other than Permitted Encumbrances, and to the Knowledge of the Sellers has the valid and enforceable right to use all Intellectual Property that is licensed to any Seller under the Assumed IP Licenses.

  • Arboricultural Advice note: the following changes/recommendations are based upon feedback from Council’s Specialist Advisor – Arborist Gerard Mostert.

  • Sellers have provided Buyer with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all such Assumed IP Licenses, including all modifications, amendments and supplements thereto and waivers thereunder.


More Definitions of Assumed IP Licenses

Assumed IP Licenses means those licenses granted by third parties to Seller or any Affiliate of Seller (other than the Company) for Intellectual Property listed on Schedule 1.1(b).
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Assumed IP Licenses means all of the IP Licenses that constitute Acquired Assets. “Bankruptcy Code” means title 11 of the United States Code.
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Assumed IP Licenses has the meaning set forth in Section 2.02(a)(i). “Assumed Liabilities” has the meaning set forth in Section 2.03(a). “Assumed Real Property Contracts” has the meaning set forth in Section 2.02(a)(ii). “Assumed U.S. Employee Plan” means each Assumed Employee Plan with respect to any Business Employee based primarily in the United States. “Base Purchase Price” has the meaning set forth in Section 4.01. “Bill of Sale” means the Bill of Sale, Assignment and Assumption Agreement, substantially in the form attached as Exhibit C to this Agreement. “Business” means the business of custom training new college graduates and other emerging talent through a hire-train-deploy model, and reskilling existing employees, for public and private organizations, excluding any such business as conducted in Australia. “Business Assets” means, other than the Business Intellectual Property, the Transferred Assets and the assets, properties, rights and interests of every type and description that are owned, leased or licensed by the Transferred Entities. “Business Day” means any day that is not a Saturday, a Sunday or other day on which commercial banks in New York City, New York or London, England are required or authorized by Law to be closed. “Business Employee” means each employee who is exclusively dedicated to the Business (irrespective of whether employed by the Seller or an Affiliate of the Seller), including those employees on medical leave, family leave, military leave or personal leave under the policies of the Seller or any of its Affiliates, as applicable. “Business Intellectual Property” means all Intellectual Property owned exclusively (i) whether collectively or on a standalone basis by any of the Selling Parties and Related to the Business, or (ii) the Transferred Entities. For the avoidance of doubt, the Business Intellectual Property does not include any Intellectual Property that is an Excluded Asset. “Business Permits” has the meaning set forth in Section 5.10; “Business Subsidiaries” means the Subsidiaries of the Companies identified on Annex B to this Agreement. “Business Technology and Systems” means all Technology and Systems owned or purportedly owned by the Selling Parties or the Transferred Entities that are, in each case, Related to the Business, including the Technology and Systems listed on Section 2.02(a)(vi) of the Disclosure Letter. “Buyer” has the meaning set forth in the preamble to this Agreement.
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Related to Assumed IP Licenses

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

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • 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.

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • IP License means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

  • Transferred Intellectual Property has the meaning set forth in Section 2.1(k).

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • Third Party Licenses has the meaning set forth in Section 3.

  • Intellectual Property Licenses means all licenses, sublicenses and other agreements by or through which other Persons, including Seller’s Affiliates, grant Seller exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted.

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

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

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • IP Contracts shall have the meaning set forth in Section 3.14(b).

  • IP License Agreement shall have the meaning set forth in Section 5.3(b).

  • Seller Intellectual Property means the Seller Owned Intellectual Property and the Seller Licensed Intellectual Property.

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

  • Intellectual Property License Agreement means the license of Intellectual Property by and between Weyerhaeuser and Newco substantially in the form attached as Exhibit B.

  • Company IP Rights means all Intellectual Property owned, licensed, or controlled by the Company or its Subsidiaries that is necessary for or used in the operation of the business of the Company and its Subsidiaries as presently conducted.

  • Intellectual Property Agreements means all licenses, sublicenses and other agreements by or through which other Persons grant Seller or Seller grants any other Persons any exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in connection with the Business.

  • Permits and Licenses means (a) all applicable authorizations, -------------------- consents, certificates, licenses, rights of way permits, approvals, waivers, exemptions, encroachment agreements, variances, franchises, permissions, and permits of any Governmental Authority and all documents and applications filed in connection therewith, and (b) all renewals thereof.

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • Business Licenses has the meaning ascribed to it in Section 1.01(a)(x).

  • IP Agreements means all material Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any material Intellectual Property to which a Pledgor, now or hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth on Schedule III hereto.

  • Transferred Patents means those Patents identified on Schedule 1.01(g).