Examples of Transferred IP Assets in a sentence
PMI has not authorized the filing of and is not aware of any financing statements against PMI that include a description of collateral covering the Transferred IP Assets other than any financing statement relating to the security interest granted to Prosper Funding hereunder or that has been terminated.
The contribution, transfer, and assignment of the Transferred IP Assets under this Agreement and the related assignments are not unlawful, void, or voidable pursuant to the laws or statutes of any jurisdiction, nor will they result in a breach, default, conflict, lien, violation of, or material adverse effect upon, any of the Transferred IP Assets.
No action or proceeding is pending or, to PMI’s knowledge, threatened, seeking to limit, cancel, or question the validity of any material portion of the Transferred IP Assets or of PMI’s ownership interest therein, that if adversely determined would have a material adverse effect on the Transferred IP Assets or the conveyance thereof by PMI to Prosper Funding hereunder.
The trademarks that are part of the Transferred IP Assets are valid, subsisting, enforceable, and have not been abandoned in any applicable jurisdiction.
No domestic or foreign court, tribunal, or other official governmental authority, including the United States Patent and Trademark Office or any foreign equivalent, has entered a holding, judgment or decision canceling or otherwise limiting PMI’s interest in the Transferred IP Assets.
Other than the security interest granted to Prosper Funding pursuant to this Agreement, PMI has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred IP Assets.
Seller hereby further assigns, sells, conveys and transfers (and agrees to cause its Affiliates to assign, sell, convey and transfer) to such Purchased Entity all its (and their) right, title and interest in and to any and all causes of action and rights to recover past, present and future infringement of the Transferred IP Assets (whether before or hereafter accrued), to settle and retain proceeds from any such actions, and the right to claim priority from the Transferred IP Assets.
Through the Closing, PMI has examined, monitored and otherwise policed the trademarks that are part of the Transferred IP Assets in a manner and to an extent necessary and sufficient to prevent the abandonment of any such trademarks.
The trademarks that are part of the Transferred IP Assets do not violate the trademark rights of any third party and there is no action or proceeding pending or threatened alleging that such trademarks infringe upon the rights of any third party.
Buyer agrees that as of the Effective Time, it will extend an offer to immediately hire and employ each of Seller’s employees listed on Exhibit D, all of whom work in connection with the research and development of the Transferred IP Assets and/or the Equipment, with all such employees to receive receiving base compensation from Buyer at least equal to the base compensation that they are receiving from Seller immediately prior to the Closing Date.