Seller Proprietary Rights definition

Seller Proprietary Rights has the meaning ascribed to it in Section 3.11(c).
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Seller Proprietary Rights means the Acquired Proprietary Rights and the Seller Licensed Proprietary Rights.
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Seller Proprietary Rights means all of the Proprietary Rights owned, licensed, leased, or used by Seller in the Business or which are necessary for the continued conduct of the Business as such was conducted by Seller immediately prior to the Closing, except for Excluded Assets.
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Examples of Seller Proprietary Rights in a sentence

  • At no additional cost, Seller hereby grants Buyer an irrevocable, nonexclusive, worldwide license under Seller Proprietary Rights that is necessary or incident to the reasonably intended use or application of the Supplies.

  • Rights under this Section 23(b) are intended to be subject to 11 USC Section 365(n), as executory agreements under which Buyer has license rights to the Seller Proprietary Rights, and are supplementary to any other rights of Buyer under existing Orders and other agreements (if any) with Seller.

  • At no additional cost, Seller will grant Buyer a license under Seller Proprietary Rights that is necessary or incident to the reasonably intended use or application of the Supplies.

  • At no additional cost, Seller hereby grants Buyer an irrevocable, nonexclusive, worldwide license under Seller Proprietary Rights that is necessary or incident to the reasonably intended use or application of the Goods.

  • No Assumed Liability arises out of any Contract or Liability between Seller, on the one hand, and any stockholder (to Seller’s Knowledge), officer, director or employee (to Seller’s Knowledge) thereof, on the other hand, including any contract or arrangement providing for the furnishing of services to or by, providing for rental of Real Property or Tangible Personal Property (including Seller Proprietary Rights) to or from, or otherwise requiring payments to or from Seller, or any Affiliate thereof.

  • No loss or expiration of any of the Seller Proprietary Rights is pending, or, to the Knowledge of the Seller, threatened.

  • Each item of Seller Proprietary Rights will, upon the Closing, be owned or otherwise available for Use by the Buyer on such terms and in such a manner as are identical in all material respects to those pursuant to which the Seller, immediately prior to the Closing, owns or has the right to use such item.

  • Seller has taken all necessary and desirable action to maintain, protect and enforce the material Seller Proprietary Rights owned by Seller.

  • For a period beginning as of the Closing Date and continuing until the third anniversary of the Closing Date, Sellers shall assign to Buyer or shall enforce any employee secrecy, non-disclosure, non-competition agreements or covenants by current or former employees and any other rights to protect the Seller Proprietary Rights, the Seller Registered Proprietary Rights and the Business.

  • No outstanding claim by any third party contesting the validity, enforceability, patentability, registrability, use or ownership of any of the Seller Proprietary Rights owned by Seller or any Subsidiary of Seller has been made, is currently pending or, to the Knowledge of Seller, is threatened.


More Definitions of Seller Proprietary Rights

Seller Proprietary Rights means all proprietary information of the Seller, including all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice), all trademarks, service marks, trade dress, trade names, corporate names, domain names, copyrights, all trade secrets, confidential information, ideas, formulae, compositions, know-how, processes and techniques, drawings, specifications, designs, logos, plans, improvements, proposals, technical and computer data, documentation and software, financial, business and marketing plans, and related information and all other proprietary, industrial or intellectual property rights relating to the business of the Seller. The consummation of the transactions contemplated by this Agreement will not adversely affect the right of the Surviving Corporation to continue to use the Seller Proprietary Rights. To the extent that registration of any Proprietary Right is useful or required by law, such Seller Proprietary Right has been duly and validly registered or filed, and any fees that are necessary to maintain in force any Seller Proprietary Rights or registrations thereof have been paid. Schedule 3. 27 sets forth a list and description of the copyrights, trademarks, service marks, trade dress and trade names used or held by the Seller and, where appropriate, the date, serial or registration number, and place of any registration thereof.
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Seller Proprietary Rights shall have the meaning set forth in Section 6.12(a).
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Seller Proprietary Rights means any Proprietary Rights owned by or licensed to the Parent (for the benefit of the Seller) or Seller or otherwise used in the business of the Seller.
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Seller Proprietary Rights means all Proprietary Rights owned by or purported to be owned by, used by or licensed by Seller and used or held for use in the conduct of the Business. “Subsidiary” means, with respect to any Person, any other Person, an amount of the voting securities or other voting ownership or voting interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting securities or interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person. “Tax” means (i) any federal, state, commonwealth, local or foreign income, gross receipts, license, escheat, commercial activity, occupancy, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, unincorporated business, profits, withholding, social security (or similar), unemployment, disability, workers’ compensation, real property, personal property, ad valorem, sales, use, transfer, registration, value added, alternative or add-on minimum, accumulated earnings, personal holding company, estimated, or other Tax of any kind whatsoever, whether computed on a separate, consolidated or combined basis, or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not; and (ii) any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person. 37
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Seller Proprietary Rights means any Proprietary Right (including, but not limited to, all websites maintained or owned by any Seller or anyone on its behalf (or used by others with the approval of any Seller) and the exclusive right to use the names First Virtual Communications, Inc., FVC, CUseeMe Networks, Inc. and Click to Meet Version 4.1) that (i) is owned or used by, (ii) is licensed to, or (iii) was developed or created by or for the Sellers.
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Related to Seller Proprietary Rights

  • Proprietary Rights means all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • Owned Intellectual Property Rights means any and all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

  • Company Intellectual Property Rights means the Intellectual Property owned or used by the Company or any Company Subsidiary.

  • 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 Licenses means all licenses, sublicenses and other agreements by or through which other Persons, including Seller’s Affiliates, grant Seller exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted.

  • 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;

  • Intellectual Property Right means any patent, patent right, trademark, trademark right, trade name, trade name right, service xxxx, service xxxx right, copyright and other proprietary intellectual property right and computer program.

  • Licensed Intellectual Property Rights means any and all Intellectual Property Rights owned by a Third Party and licensed or sublicensed to the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries has obtained a covenant not to be sued.

  • 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.

  • Property Rights means all licenses, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties either before or after the date of this Agreement and necessary for the exploration of the Property, or for the purpose of placing the Property into production or continuing production therefrom;

  • 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.

  • IP Ancillary Rights means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to xxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

  • Intellectual Property Agreements means all licenses, sublicenses and other agreements by or through which other Persons grant Seller or Seller grants any other Persons any exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in connection with the Business.

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.

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

  • Transferred Intellectual Property has the meaning set forth in Section 2.1(k).

  • Intellectual Property Agreement means the agreement in substantially the form set forth as Exhibit B.

  • 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.

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • Seller Intellectual Property means the Seller Owned Intellectual Property and the Seller Licensed Intellectual Property.

  • Background Intellectual Property Rights means Intellectual Property Rights owned, controlled or furnished by either Party other than Foreground Intellectual Property Rights.

  • Owned Company Intellectual Property means all Intellectual Property owned by the Company or any Company Subsidiary, other than unregistered items of Intellectual Property.

  • Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(o).

  • Company IP Rights means all Intellectual Property owned, licensed, or controlled by the Company or its Subsidiaries that is necessary for or used in the operation of the business of the Company and its Subsidiaries as presently conducted.

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).