Assumed Licenses definition

Assumed Licenses has the meaning set forth in Section 2.1(l).
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Assumed Licenses means any Inbound License Agreements and End User License Agreements that are assumed by Seller and assigned by Seller to Purchaser.
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Assumed Licenses means the licenses set forth on Schedule 1.4.
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Examples of Assumed Licenses in a sentence

  • All of the foregoing assets described in this Section 3.1, together with the Assumed Contracts and the Assumed Licenses, are referred to herein collectively as the “Assets”.

  • Schedule 5.14 sets forth a true, correct and complete list of all Licenses held by any Subject Entity (including the Assumed Licenses).

  • Pursuant to section 365 of the Bankruptcy Code, subject to and conditioned upon the Debtors’ agreement to timely comply with all of the terms and conditions of the WesternGeco Letter Agreement, this Confirmation Order approves the assumption of the WesternGeco Letter Agreement, as well as the WesternGeco Assumed Licenses and supplements related to the WesternGeco Assumed Data as of the Effective Date.

  • Nothing in this Confirmation Order shall relieve the Debtors from complying with all obligations in the Fairfield Letter Agreement, including the obligations under the Assumed Licenses as modified by the Fairfield Letter Agreement.

  • Pursuant to section 365 of the Bankruptcy Code, subject to and conditioned upon the Debtors’ agreement to timely comply with all of the terms and conditions of the Fairfield Letter Agreement, this Confirmation Order approves the assumption of the Fairfield Letter Agreement, as well as the Fairfield Assumed Licenses and supplements related to the Fairfield Assumed Data as of the Effective Date.

  • Saflink shall be entitled to retain, and shall not be obligated to compensate IdentiPHI in any way, for license and/or maintenance fees collected under the Assumed Licenses through the Effective Date; thereafter, all future license and/or maintenance fees under the Assumed Licenses will accrue to the benefit of IdentiPHI.

  • For the avoidance of doubt, the Debtors compliance with the terms of the Fairfield Letter Agreement shall satisfy all cure amounts potentially arising under the Fairfield Assumed Licenses as a result of the transactions contemplated by the Plan (including with respect to any change of control or ownership of the Debtors).

  • Saflink will promptly remit to IdentiPHI any license and/or maintenance fees paid to Saflink in respect of the Assumed Licenses after the Effective Date.

  • For the avoidance of doubt, the Debtors compliance with the terms of the WesternGeco Letter Agreement shall satisfy all cure amounts potentially arising under the WesternGeco Assumed Licenses as a result of the transactions contemplated by the Plan (including with respect to any change of control or ownership of the Debtors).

  • IdentiPHI hereby accepts the foregoing assignment, and hereby assumes and agrees to perform the obligations of Saflink to be performed under, and shall hold Saflink harmless against, the Assumed Licenses.

Related to Assumed Licenses

  • Excluded License means an open source or other software license that requires, as a condition of license, use, modification, distribution or conveyance, that (a) the code be disclosed or distributed in source code form; (b) others have the right to modify or create derivative works of it; and/or (c) the code becomes redistributable at no charge.

  • 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.

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

  • Permitted Licenses are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.

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

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

  • Third Party Licenses has the meaning set forth in Section 2.4.

  • 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.

  • Permits and Licenses means any approval, consent, license, permit, waiver, exception, variance or other authorization issued, granted, given, or otherwise made available by or under the authority of a government or governmental agency or under any applicable law, regulation, rule or order.

  • Transferred Intellectual Property means (i) all Intellectual Property Rights owned by the Acquired Companies, (ii) the Transferred Trademarks, (iii) the Transferred Patents, (iv) the Transferred Domains, and (v) all other Intellectual Property Rights owned by Sellers or their respective Affiliates as of the Closing Date that are exclusively used in or are exclusively related to the development, manufacture, marketing, use or sale of the Business Products.

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

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

  • Assumed Liabilities has the meaning set forth in Section 2.3.

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

  • 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.

  • Intellectual Property Licenses means (i) any grant by the Company to another Person of any right, permission, consent or non-assertion relating to or under any of the Purchased Intellectual Property and (ii) any grant by another Person to the Company of any right, permission, consent or non-assertion relating to or under any third Person’s Intellectual Property.

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

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

  • 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).

  • 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.

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

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

  • Purchased Assets has the meaning set forth in Section 2.1.

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

  • Licensed Intellectual Property means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

  • Transferred Permits has the meaning set forth in Section 1.1(b).