Design Assets definition
Examples of Design Assets in a sentence
Within seven (7) calendar days before each Facility/ Design Closing, the Seller or Designated Seller, as the case may be, shall take a physical count and inspection of the Facility/ Design Assets, as of the Effective Date in accordance with a mutually agreed upon procedure for conducting such physical count and inspection, to confirm the amount of each item of Facility/ Design Assets and their conformity to any criteria set forth in this Agreement.
No more than ten (10) nor less than seven (7) Business Days prior to each Closing Date, Seller shall deliver to Purchaser a statement (the "FACILITY/DESIGN NET ASSET STATEMENT"), executed on behalf of Seller, setting forth in reasonable detail the calculation of the Facility/ Design Estimated Net Assets Value in respect of the Assets that are the subject of such Closing, which shall be accompanied by the applicable schedules of the relevant Facility/ Design Assets and Facility/ Design Assumed Liabilities.
Similarly, Buyer shall be responsible for the cost of freight and shipment (but not packaging for shipment) of all Design Assets referred to in Section 4.10(c)(iii).
Subject to the buyout provision in Section 5.14(2), the Parties agree that the Leased Equipment (as opposed to the leasehold rights related thereto) itself is not intended to form part of the Facility/ Design Assets for such Facility or Design Operations, as applicable, hereunder.
EPCOS Technology Wuxi will transfer to Qualcomm Shanghai the Module Design Assets held by EPCOS Technology Wuxi (which for clarity exclude the Acquired Patents and the Module Design IP) pursuant to the Module Design Transfer Agreement in substantially the form attached hereto as Exhibit G-2 (the “China Module Design Transfer Agreement,” and together with the Germany Module Design Transfer Agreement, the “Module Design Transfer Agreements”).
EPCOS Germany will transfer to Qualcomm Germany the Module Design Assets held by EPCOS Germany (which for clarity exclude the Acquired Patents and the Module Design IP) pursuant to the Module Design Transfer Agreement in substantially the form attached hereto as Exhibit G-1 (the “Germany Module Design Transfer Agreement”).
The term "Company IP" means the Licensed Marks, the Design Assets, the Company's rights and interests under the Design License Agreements, the CAMS Software and the source code for the CAMS Software.
EPCOS Germany will transfer to German Newco the Acquired Assets held by EPCOS Germany (other than Acquired Patents, Acquired Trademarks, Module Design IP and Module Design Assets) by way of contribution into the capital reserve of German Newco pursuant to the Contribution Agreement in substantially the form attached hereto as Exhibit C (the “EPCOS Germany Contribution Agreement”).
EPCOS Singapore does not hold any ownership interest in or title to any Module Design Assets or any Module Design IP.
Both parties acknowledge that the Art Licensor paid for the creation of certain Artwork and Graphic Design Assets (“Art Assets”) related to the Brand when the Art Licensor published and promoted its own physical and digital editions of the products related to the Brand.