Excluded IP Rights definition

Excluded IP Rights means all IP Rights of the Loan Parties and their Subsidiaries (i) as of the Closing Date, other than the Specified Product IP and (ii) those IP Rights internally developed by a Loan Party or its Subsidiaries following the Closing Date that do not constitute Specified Product IP or derive from or relate to, in whole or in part, any Specified Product, any Specified Product IP or any product, technology, asset or Intellectual Property licensed or otherwise obtained by Borrower or any of its Subsidiaries in connection with an Acquisition (including any Permitted Acquisition).
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Excluded IP Rights means the Intellectual Property used in the RMD Business which Intellectual Property is being transferred from the Borrower or its Subsidiaries to HART or its Subsidiaries in connection with the Separation, and which Intellectual Property is described in the perfection certificate dated March 29, 2013 provided to the Administrative Agent in connection with this Agreement.
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Excluded IP Rights has the meaning set forth in Exhibit B.
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Examples of Excluded IP Rights in a sentence

  • The Working Group therefore considers that, to achieve effective whistleblower protection, the definition of ―appropriate persons‖ to whom communications can be made could be strengthened to include the possibility of making protected communications to law enforcement authorities, whether those in Ireland or abroad, as well as staff of Irish diplomatic missions abroad.

  • Business and Assets to be acquired Subject to the terms and conditions of the Sale and Purchase Agreement, the Purchaser will acquire from the Vendor the Business together with the Assets which include fixed assets, inventory, computer equipment, goodwill, ownership of domain names and website, licence of the Excluded IP Rights, Intellectual Property Rights, rights and benefit of certain contracts relating to the Business, rights to use certain Leased Properties.

  • The Borrower and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) but for purposes of this Agreement and the Loan Documents excludes the Excluded IP Rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person.


More Definitions of Excluded IP Rights

Excluded IP Rights means the Intellectual Property used in the RMD Business which Intellectual Property is being transferred from the Borrower or its Subsidiaries to XXXX or its Subsidiaries in connection with the Separation, and which Intellectual Property is described in the perfection certificate dated March 29, 2013 provided to the Administrative Agent in connection with this Agreement.
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Excluded IP Rights has the meaning set forth in Section 2.02(b).
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Excluded IP Rights has the meaning set forth in Section 2.02(b). “Excluded Leased Real Property” has the meaning set forth in Section 2.02(m).
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Related to Excluded IP Rights

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • 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.

  • Company IP Rights means (a) any and all Intellectual Property used in the conduct of the business of the Company or any of its Subsidiaries as currently conducted, and (b) any and all other Intellectual Property owned by the Company or any of its Subsidiaries.

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • IP Rights has the meaning specified in Section 5.17.

  • 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.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

  • Intellectual Property Rights or IPR means copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, semi-conductor topography rights, trade marks, rights in internet domain names and website addresses and other rights in trade or business names, designs, Know-How, trade secrets and other rights in Confidential Information; applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and all other rights having equivalent or similar effect in any country or jurisdiction;

  • Third Party Intellectual Property means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.

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

  • Company-Owned IP Rights means Company IP Rights that are owned by the Company or any of its Subsidiaries.

  • Company Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

  • Intellectual Property the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

  • 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.

  • Intellectual Property Assets includes:

  • Company Intellectual Property Rights means Intellectual Property Rights owned by or purported to be owned by, or exclusively licensed to, the Company or any of its Subsidiaries.

  • Licensed IP means the Intellectual Property owned by any person other than the Corporation and to which the Corporation has a license which has not expired or been terminated;

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Joint Intellectual Property Rights means any work under the Subcontract, which:

  • Intellectual Property License Agreement shall have the meaning set forth in Section 6.11.

  • Intellectual Property License means any license, sublicense, right, covenant, non-assertion, permission, immunity, consent, release or waiver under or with respect to any Intellectual Property Rights or Technology.

  • Product Intellectual Property means all of the following related to a Divestiture Product (other than Product Licensed Intellectual Property):

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.