IP Encumbrance definition

IP Encumbrance means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, right of first negotiation, license, covenant not to assert/▇▇▇ or other immunity from suit, equitable interest, preemptive right, community property interest, technology escrow, title retention or title reversion agreement, prior assignment, or any other encumbrance or restriction of any nature, whether accrued, absolute, contingent or otherwise (including without limitation any restriction on the transfer or licensing of any asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

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IP Encumbrance has the meaning set forth in Section 3.10(a).

IP Encumbrance means any Lien, hypothecation, encumbrance, infringement, interference, right of first negotiation, license, covenant not to assert/s▇▇ or other immunity from suit, equitable interest, preemptive right, technology escrow, title retention or title reversion agreement, prior assignment, or any other encumbrance, obligation or restriction of any nature, whether accrued, absolute, contingent or otherwise (including any obligation or restriction on the transfer or licensing of any asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset), other than the non-exclusive right to use, whether express or implied, any Purchased Asset that arises solely by virtue of that Purchased Asset being a component of or otherwise incorporated into or used in a product previously sold by the Seller to a customer (or to a reseller in connection with sales to customers) in the ordinary course of business.

Examples of IP Encumbrance in a sentence

• To the Knowledge of Target, all Target Licensed Proprietary Rights (including without limitation an interest acquired through a license or other right to use, but excluding any Off-the-Shelf Software) are free and clear of IP Encumbrances except as may be set forth in the agreement or instrument pursuant to which Target acquired such Target Licensed Proprietary Rights, and Target has not received any notice that any portion of the Target Licensed Proprietary Rights are subject to any other IP Encumbrance.

• The Seller has, and at the Closing will have, the right to sell and transfer to the Company, the Buyer and/or the Buyer's designee valid title to the Seller Assets, free and clear of any Encumbrance (subject to the IP Encumbrance Exceptions).

• The delivery to the Company, the Buyer or the Buyer's designee of the instruments of transfer of ownership contemplated by this Agreement with respect to the Seller Assets will vest valid title to the Seller Assets free and clear of any Encumbrance (subject to the IP Encumbrance Exceptions).

• To the Knowledge of the Parent and the Seller, all Proprietary Rights used by the Seller and Parent (in each case, to the extent included in the Assets), other than those owned by the Seller and Parent (including without limitation interests acquired through a license or other right to use, but excluding any Off-the-Shelf Software) are free and clear of IP Encumbrances and the Seller and Parent have not received any notice that any portion of such Proprietary Rights are subject to any IP Encumbrance.

• To the Knowledge of the Company, all Proprietary Rights licensed exclusively to the Company or any of its Subsidiaries, are free and clear of IP Encumbrances and the Company and its Subsidiaries have not received any written notice that any portion of such Proprietary Rights are subject to any IP Encumbrance.

More Definitions of IP Encumbrance

IP Encumbrance means any and all security interests, liens, claims, equitable interests, preemptive rights, rights of first refusal or similar restrictions or rights including, without limitation, the right to purchase or obtain a license, options, pledges, charges, technology escrows, hypothecations, prior assignments, title retention agreements, security agreements, licenses, covenants not to ▇▇▇/assert or any other encumbrances of any kind, whether accrued, absolute, contingent or otherwise, other than those licenses and other agreements set forth in Section 3.10(i) of the Target Disclosure Schedule.

IP Encumbrance has the meaning given to it in Section 2.14(a)(v). * Confidential treatment requested.

IP Encumbrance means any and all security interests, liens, claims, equitable interests, preemptive rights, rights of first refusal or similar restrictions or rights, options, pledges, charges, technology escrows, hypothecations, prior assignments, title retention agreements, security agreements, licenses, covenants not to ▇▇▇/assert or any other encumbrances of any kind, whether accrued, absolute, contingent or otherwise. The IP Rights in which Target has (or purports to have) any right, title or interest collectively constitutes all of the IP Rights necessary to enable Target to conduct its business as conducted prior to or on the date of this Agreement.

IP Encumbrance has the meaning given to it in Section 2.14(a)(v).

IP Encumbrance means any and all security interests, liens, claims, equitable interests, preemptive rights, rights of first refusal or similar restrictions or rights including, without limitation, the right to purchase or obtain a license, options, pledges, charges, technology escrows, hypothecations, prior assignments, title retention agreements, security agreements, licenses, covenants not to ▇▇▇/assert or any other encumbrances of any kind, whether accrued, absolute, contingent or otherwise.

IP Encumbrance means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, right of first negotiation, license, covenant not to assert/▇▇▇ or other immunity from suit, equitable interest, preemptive right, community property interest, technology escrow, title retention or title reversion agreement, prior assignment, or any other encumbrance or restriction of any nature, whether accrued, absolute, contingent or [*] Confidential treatment requested. 44 CONFIDENTIAL TREATMENT REQUESTED otherwise (including without limitation any restriction on the transfer or licensing of any asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

IP Encumbrance means any lien, pledge, hypothecation, charge, mortgage, security interest, option, right of first refusal, right of first negotiation, community property interest, title retention or title reversion agreement, or similar encumbrance, whether accrued, absolute or contingent.