Licensed Company IP definition
Examples of Licensed Company IP in a sentence
The Company and its Subsidiaries exclusively own all right, title and interest in the Owned Company IP free and clear of all Liens and have a valid right to use all Licensed Company IP.
The consummation of the transactions contemplated by this Agreement and the other Transaction Documents will not result in the termination or impairment of any of the Owned IP, Licensed Company IP or Company Software, except in the event of any failure to obtain a consent listed on Section 3.6(b) of the Disclosure Schedules.
To the Knowledge of the Company and Seller, no Person is engaged in any activity that infringes upon the Owned IP, the Licensed Company IP or Company Software.
Except as would not reasonably be expected to have a Material Adverse Effect on the Company, (i) the Company and its Subsidiaries collectively own all right, title and interest in all Owned Company IP and have a valid right to use all Licensed Company IP, in each case, free and clear of any Liens and (ii) there are no obligations to, covenants to or restrictions from third parties affecting the Company’s or its applicable Subsidiary’s use, enforcement, transfer or licensing of the Owned Company IP.
The Parent Parties hereby acknowledge and agree that none of them shall at any time, anywhere in the world: (i) file any application to register, or otherwise claim ownership of, the Licensed Company IP anywhere in the world or (ii) challenge or contest the validity, enforceability of or the Company Parties’ rights in the Licensed Company IP.