Marconi IP definition
Examples of Marconi IP in a sentence
In addition, upon and after the Closing Date, each of the Seller, Marconi IP and the Parent and their respective Affiliates shall retain only such copies of confidential information of the Purchaser and AFCNA as may be necessary to perform their respective obligations under the Related Agreements, in each case in accordance with the terms and conditions provided in such agreements.
Except as set forth in Schedule 4.12, there is not any Proceeding or claim by the Seller, the Parent or Marconi IP pending, or which any of them intends to initiate, against any other Person arising out of the conduct of the Access Business which involves an amount greater than $100,000.
Except as provided in Section 13.17, this Agreement may be amended, modified or supplemented only in writing signed by the Purchaser, AFCNA, the Parent, the Seller and Marconi IP.
Any such consultation shall not constitute a waiver by the Purchaser of any rights under this Agreement, and the Purchaser shall not have any liability or responsibility for any actions of the Parent, the Seller or Marconi IP or any of their respective officers or directors with respect to matters that are the subject of such consultations.
Such reasonable arrangement may include subcontracting, sublicensing or subleasing to the Purchaser of any and all rights of the Seller, the Parent or Marconi IP under such Restricted Asset or Access Portion of a Shared Contract.
Within one Business Day after the Closing Date, the Seller, Marconi IP and the Parent, as applicable, shall make all filings (including UCC-3s), or use their reasonable best efforts to cause the holders of the Liens encumbering the Assets to make such filings, in all local, state and foreign jurisdictions necessary to publicly notice the termination and release of such Liens.
All such Permits are validly held by the Seller and Marconi IP, as applicable, and each of the Seller and Marconi IP has complied in all material respects with all terms and conditions thereof.
If the Closing occurs, neither the Purchaser, AFCNA, the Seller, Marconi IP nor the Parent shall have any liability with respect to claims first asserted in connection with any representation or warranty after the expiration of the survival period specified therefor in this Section 12.1.
The Seller and Marconi IP possess all material Permits required by applicable Law for them to own or hold the Assets and necessary to conduct the Access Business as currently conducted.
Finally, the Seller, Marconi IP and the Parent shall be entitled to retain one copy of such information as they deem necessary for archive purposes for a record of the transactions contemplated by this Agreement and the Related Agreements.