Intellectual Property Assets definition
Examples of Intellectual Property Assets in a sentence
The Intellectual Property Assets and Licensed Intellectual Property are all of the Intellectual Property necessary to operate the Business immediately following the Closing as the Business is presently conducted, after taking into account the rights provided in this Agreement and the Ancillary Documents, and assuming receipt of the agreements referenced in Section 7.02(j).
The transfer of “right, title and interest” in any of the foregoing assets (other than as set forth in Section 2.02(d) does not, and is not intended to, constitute or imply the transfer or assignment of any Intellectual Property Assets, and notwithstanding anything herein to the contrary, no Intellectual Property that does not fall within clause (d) of this Section 2.02, is or will be deemed to be included in any other clause of this Section 2.02.
Immediately following the Closing, all Intellectual Property Assets will be owned or available for use by Buyer on materially the same terms as they were owned or available for use by Seller or one of its subsidiaries immediately prior to the Closing.
The transfer of “right, title and interest” in any of the foregoing assets (other than as set forth in Section 2.01(d)) does not, and is not intended to, constitute or imply the transfer or assignment of any Intellectual Property Assets, and notwithstanding anything herein to the contrary, no Intellectual Property that does not fall within clause (d) of this Section 2.01, is or will be deemed to be included in any other clause of this Section 2.01.
Seller and its subsidiaries have taken all necessary steps to maintain and enforce the Intellectual Property Assets and Licensed Intellectual Property and to preserve the confidentiality of all material Trade Secrets included in the Intellectual Property Assets, including by requiring all Persons having access thereto to execute binding, written non-disclosure agreements.