Transferred IPR definition
Examples of Transferred IPR in a sentence
The Seller owns, and has the right to transfer to the Buyer under this Agreement, free and clear of Third Party Consents and all Encumbrances other than Permitted Encumbrances, the Transferred IPR and the Transferred Technology.
To the Knowledge of the Seller, no third party is infringing or misappropriating any of the Transferred IPR.
No interference, opposition, reissue, reexamination or other similar Proceeding has been instituted or, to Seller’s knowledge, is pending or has been requested, in which any Registered Transferred IPR is being contested or challenged.
The registered owner of each Registered Transferred IPR is the legal owner of each such Registered Transferred IPR.
All Registered Transferred IPR are subsisting and, to the knowledge of Seller, valid and enforceable.
The Buyer acknowledges and agrees that the Transferred IPR is assigned and transferred pursuant to this Agreement subject to all Licenses to or under the Transferred IPR granted as of the Closing Date that by operation of law or by their terms continue to encumber such Transferred IPR upon and following the consummation of the transactions contemplated by this Agreement, including all Licenses granted pursuant to the Intellectual Property Matters Agreement.
No R&D Sponsor has any claim of right to, ownership of or other encumbrance on any Transferred IPR.
No proceedings have been brought or threatened against any Person by Seller or the Transferor Entities alleging that a Person is infringing, misappropriating or otherwise violating or is engaged in the unauthorized use of, any Transferred IPR.
Except as may otherwise be specifically contemplated by this Agreement, following the Closing, Seller shall not retain copies of any Software or other Technology included in the Transferred IPR or any other Technology included in the Transferred Assets, even if such Transferred Assets are such that more than one copy may exist.
Except as set forth in Section 7.6(a) of the Atmel Disclosure Schedule, the Transferred IPR is not the subject of any claims, orders, judgments or decrees, and Atmel has not received any notice of claims orders, judgments or decrees, or actions by any Third Party seeking to, invalidate the Transferred IPR.