Transferred Intellectual Property definition

Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

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

Transferred Intellectual Property means the Transferred Patents and Transferred Know-How.

Examples of Transferred Intellectual Property in a sentence

Sellers hereby acknowledge that from and after the Closing, all right, title and interest in and to each of the Transferred Intellectual Property are owned exclusively by Buyer and that, subject to Section 5.8(a) and the Transition Services Agreement, any and all right of Sellers to use the Transferred Intellectual Property shall terminate as of the Closing, along with any and all goodwill associated therewith.
None of Sellers, the Transferred Intellectual Property nor the conduct of the Transferred Business infringes, misappropriates or otherwise violates, and has not, within the past three (3) years, infringed, misappropriated or otherwise violated, the Intellectual Property rights of any Person.
In furtherance of the foregoing, Sellers shall, promptly following the Closing, deliver to Buyer any copies, documentation or tangible embodiments of the Transferred Intellectual Property in the possession, custody or control of Sellers or their Affiliates.
Subject to Section 5.8(a) and the Transition Services Agreement, to the extent that any of Sellers are deemed to have a license (express or implied) to use any Transferred Intellectual Property, the Parties hereby agree that any such license is terminated effective as of the Closing.
No Transferred Intellectual Property will, at the Closing, be subject to any Liens, adverse claims, any requirement of any past (if outstanding), present, or future royalty payments or otherwise encumbered or restricted by any rights of any third party, other than Permitted Liens.

More Definitions of Transferred Intellectual Property

Transferred Intellectual Property means, with respect to each Specified Business, the Intellectual Property owned by Seller or its Affiliates and Related to such Specified Business, including that set forth on Schedule 1.1(r) of the Seller Disclosure Schedule and identified as Related to such Specified Business.

Transferred Intellectual Property has the meaning assigned to that term in Section 1.01(a)(iv).

Transferred Intellectual Property means any Intellectual Property (including without limitation, proceeds thereof) that was Transferred as permitted by the Credit Agreement.

Transferred Intellectual Property means the Intellectual Property --------------------------------- described in paragraph (g) of the definition of "Transferred Assets."

Transferred Intellectual Property means the Intellectual Property listed on Attachment I to the Intellectual Property Matters Agreement.

Transferred Intellectual Property means the Intellectual Property set forth on Section 3.02(r)(2) of the Seller Disclosure Schedule, and any common law rights in such Intellectual Property, and all goodwill relating thereto.

Transferred Intellectual Property means (i) the Patents listed in Section 1.1(k) of the Sellers Disclosure Schedule and the New Assigned Patents, (ii) the Trademarks set forth in Section 1.1(l) of the Sellers Disclosure Schedule, and (iii) the Intellectual Property (other than Patents and Trademarks) owned by any of the Sellers that is exclusively used in connection with the Business as of the Closing Date, including the Software (including previous versions being utilized or supported as of the date hereof and versions in development) exclusively used in the Business.”