Transferred IP Contracts definition

Transferred IP Contracts means any IP Contract to which Seller or any of its Subsidiaries is a party or to which any of the FH Assets is subject, in each case, that (i) with respect to IP Contracts that do not relate to computer software or databases, relates exclusively to the FH Business, and (ii) with respect to IP Contracts that relate to computer software or databases that are used in the operation of the FH Business, all such IP Contracts other than the Excluded FH Software Licenses.
Sample 1Sample 2Sample 3
Transferred IP Contracts means any IP Contract to which DuPont or any of its Subsidiaries is a party or to which any of the DPC Assets is subject, in each case, that (x) is set forth on Section A(27) of the Seller’s Disclosure Schedule or (y) relates exclusively to the DPC Business.
Sample 1
Transferred IP Contracts means any IP Contract to which Seller or any of its Subsidiaries is a party or to which any of the FH Assets is subject, in each case, that (i) with respect to IP Contracts that do not relate to computer software or databases, relates exclusively to the FH Business, and (ii) with respect to IP Contracts that relate to computer software or databases that are used in the operation of the FH Business, all such IP Contracts other than the Excluded FH Software Licenses. “Transferred Pension Participants” means the participants in the Transferred DB Plans. “Transition Services Agreement” means the Transition Services Agreement, substantially in the form attached hereto as Exhibit E. “Treasury Regulations” shall mean the final, temporary and proposed regulations promulgated by the United States Department of Treasury under the Code. “U.S. Pension Transfer Date” shall have the meaning set forth in Section 6.3(c) of Seller’s Disclosure Letter. “U.S. Transferred Employee” shall mean each Transferred Employee primarily located in the United States. “U.S. Transferred Pension Participants” shall have the meaning set forth in Section 6.3(c) of Seller’s Disclosure Letter. “VAT” means any value added Tax, goods and services Tax or any other similar Tax. “WARN Act” shall have the meaning set forth in Section 6.8. “Wholly Owned Subsidiary” shall mean, with respect to any Person, any Subsidiary of such Person if all of the common stock or other similar equity ownership interests in such Subsidiary (other than any director’s qualifying shares or investments by foreign nationals mandated by applicable Law) is owned directly or indirectly by such Person. Annex A - Page 21 EXHIBIT A FORM OF XXXX OF SALE AND ASSIGNMENT1 THIS XXXX OF SALE AND ASSIGNMENT, dated [●], 2017 (this “Xxxx of Sale”), is executed and delivered by and between [BUYER DESIGNEE], a [●] (“FH Asset Buyer”)2, and [FH ASSET SELLER], a [●] (“FH Asset Seller”).3 All capitalized words and terms used in this Xxxx of Sale and not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement, dated as of [●], 2017 (the “Agreement”), by and between [SELLER], a Delaware corporation (“Seller”), and [FH Asset Buyer]4[[BUYER], a Delaware corporation (“Buyer”)]5.
Sample 1

Examples of Transferred IP Contracts in a sentence

  • The Seller and its Subsidiaries have, and enforce, a policy requiring each employee and independent contractor to execute Transferred IP Contracts provided under subsection (v) of this Section, and all current and former employees and independent contractors of the Seller and any Subsidiary thereof involved in the development of Intellectual Property or otherwise had access to Sellers and the Subsidiaries’ confidential information or Trade Secrets have executed such a Transferred IP Contract.


More Definitions of Transferred IP Contracts

Transferred IP Contracts has the meaning set forth in Section 3.12(d).
Sample 1
Transferred IP Contracts means all IP Contracts concerning the Business Intellectual Property or Transferred IT Assets, in each case primarily relating to the Business, excluding any Contracts that apply generally on an enterprise-wide basis to the businesses of Sellers and their respective Affiliates.
Sample 1
Transferred IP Contracts means any IP Contract to which APD or any of its Subsidiaries is a party or to which any of the PMD Assets is subject, in each case, that (x) is set forth on Section A(17) of the Seller’s Disclosure Schedule or (y) relates predominately to, and is required in the operation of, the PMD Business.
Sample 1
Transferred IP Contracts means any IP Contract to which Delta or any of its Subsidiaries is a party or to which any of the DPP Assets is subject, in each case, that (x) is set forth on Section A(10) of the Delta Disclosure Schedule or (y) relates exclusively to the DPP Business.
Sample 1

Related to Transferred IP Contracts

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Transferred IP means the intellectual property rights set out in the Asset List.

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Seller Contracts means all Contracts (i) relating to the Business under which Seller has or may acquire any rights or benefits, (ii) relating to the Business under which Seller has or may become subject to any obligation or Liability or (iii) by which any of the Purchased Assets or Assumed Liabilities is or may become bound.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Transferred Intellectual Property means (i) all Intellectual Property Rights owned by the Acquired Companies, (ii) the Transferred Trademarks, (iii) the Transferred Patents, (iv) the Transferred Domains, and (v) all other Intellectual Property Rights owned by Sellers or their respective Affiliates as of the Closing Date that are exclusively used in or are exclusively related to the development, manufacture, marketing, use or sale of the Business Products.

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • Shared Contracts means contracts pursuant to which a non-affiliated third party provides material services, Intellectual Property, Software or benefits to Seller or one or more of its Affiliates (including the Acquired Companies) in respect of both the Business and any other business of Seller and its Affiliates (other than the Acquired Companies).

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Company Contracts has the meaning set forth in Section 3.13(a).

  • Transferred Permits has the meaning set forth in Section 1.1(b).

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

  • Assigned Contract has the meaning set forth in Section 1.5(a).

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • IP Licenses shall have the meaning set forth in Section 3.12(a) hereof.

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

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

  • Scheduled Contracts has the meaning set forth in Section 4.16.

  • Assumed Contract means any Executory Contract or Unexpired Lease assumed by the Reorganized Debtors in accordance with Article V of the Plan.

  • Customer Contracts has the meaning set forth in Section 1.1(b)(ii)(A).

  • IP Agreements means all material Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any material Intellectual Property to which a Pledgor, now or hereafter, is a party or a beneficiary.

  • Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).