Transferred Owned Intellectual Property definition

Transferred Owned Intellectual Property means the Intellectual Property owned by Seller or its Affiliates (other than the Acquired Companies), excluding any third-party content or data, that is used exclusively in the Business, including the Intellectual Property set forth on Schedule 1.01(j).
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Transferred Owned Intellectual Property means all Intellectual Property owned by (a) BSAI, Seller or any of their respective Affiliates (other than the Acquired Companies) that is used primarily in the Business, or (b) any Acquired Company, in each case of (a) and (b), which contains no Excluded Intellectual Property (including any Excluded Trademarks) including the Intellectual Property set forth on Schedule 2.03(a)(iv). For the avoidance of doubt, the Transferred Owned Intellectual Property does not include any content or data owned by a Third Party.
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Transferred Owned Intellectual Property has the meaning specified in Schedule 1.1(a).
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Examples of Transferred Owned Intellectual Property in a sentence

  • The Transferred Owned Intellectual Property constitutes all Intellectual Property owned by Seller or its Affiliates that is exclusively related to the Business and, except as would not be materially adverse to the ongoing conduct of the Business, the Company has a valid and enforceable right to use, pursuant to a written agreement, all other Intellectual Property necessary to conduct the Business in the same manner as currently conducted.

  • Except as would not be materially adverse to the ongoing conduct of the Business, the operation of the Business, the Transferred Owned Intellectual Property and the use thereof, does not infringe the Intellectual Property of any third Person and to the Knowledge of Seller, no Person is infringing or misappropriating any of the Transferred Owned Intellectual Property.

  • Neither Seller nor any of its Affiliates has received any written notice or claim (i) that the Business, the Transferred Owned Intellectual Property or the use thereof, is infringing on or has misappropriated or otherwise violated the Intellectual Property rights of any Person, (ii) challenging Seller’s or its Affiliates ownership or use of any Transferred Owned Intellectual Property, or (iii) challenging Seller’s or its Affiliates use of any Intellectual Property used in the Business.


More Definitions of Transferred Owned Intellectual Property

Transferred Owned Intellectual Property has the meaning given to such term in Exhibit B.
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Transferred Owned Intellectual Property has the meaning set forth in Section 4.18(c).
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Transferred Owned Intellectual Property means, with respect to a Party (or a Relevant Group), all Owned Intellectual Property primarily used in the conduct or operation of its Business as presently conducted and operated, including the Transferred Patents, the Transferred Patents Subject to Reversion, the Transferred Owned Software and the Transferred Trademarks. “Transferred Owned Software” means, with respect to a Party (or a Relevant Group), the Owned Software that is used primarily in the conduct or operation of its Business as presently conducted and operated. “Transferred Patents” means, with respect to a Party (or a Relevant Group), those Patents owned or held, directly or indirectly, by it or its Affiliates that are primarily used in the conduct or operation of its Business as presently conducted and operated. “Transferred Patents Subject to Reversion” means, with respect to a Party (or a Relevant Group), those Patents owned or held, directly or indirectly, by it or its Affiliates that are primarily used in the conduct or operation of its Business as presently conducted and operated and are subject to reversionary rights of the inventor(s). “Transferred Subsidiaries” means, (a) with respect to the Seller Group, (i) Texas Seismic Rentals, Inc., (ii) ASR, (iii) ION Exploration Holdings S.a x.x., (iv) ARAM Systems Corporation, (v) ARAM Systems Inc., (vi) ARAM Systems Middle East, (vii) ARC and (viii) CIS Subsidiary; and (b) with respect to the Purchaser Group, Purchaser Holdco. “Transferred Trademarks” means, with respect to a Party (or a Relevant Group), those Trademarks owned or held, directly or indirectly, by it or its Affiliates that are used primarily in the conduct or operation of its Business as presently conducted and operated. “Transferred Warranting Party U.S. Plan” has the meaning set forth in Section 3.18(a)(ii). “U.S.” means United States of America. “U.S. Business Employee” means any current U.S. employee of the Warranting Group engaged primarily in providing services to the Business of the applicable Warranting Party Group. “US GAAP” means generally accepted accounting principles in the U.S. “US$” means U.S. dollar, the lawful currency of the U.S. “Warrant” means the warrant issued by the Seller to the Purchaser on October 27, 2009 in connection with the provision of the Revolving Loan by the New Lender. 15
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Transferred Owned Intellectual Property means the Registered IP and the unregistered Intellectual Property owned by the Seller or any of its Subsidiaries (other than the Company) that is primarily used or held for use in the Business, including the Registered IP and unregistered Intellectual Property identified on Section 1.238 of the Seller Disclosure Schedule. For the avoidance of doubt, Transferred Owned Intellectual Property shall not include Registered IP and unregistered Intellectual Property related to the Bromine Assets and the Excluded Metal Alkyls.
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Transferred Owned Intellectual Property has the meaning provided such term in the definition of Transferred Assets.
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Related to Transferred Owned Intellectual Property

  • Company Owned Intellectual Property means all Intellectual Property owned by the Company.

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

  • 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.

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

  • 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.

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

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

  • 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.

  • Parent Intellectual Property means any Intellectual Property that is owned by, or exclusively licensed to, Parent.

  • Licensed Intellectual Property means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

  • 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.

  • Company-Owned IP Rights means Company IP Rights that are owned by the Company or any of its Subsidiaries.

  • Joint Intellectual Property means, collectively, Joint Know-How and Joint Patents.

  • Intellectual Property Agreement means the Intellectual Property Agreement substantially in the form attached hereto as Exhibit C.

  • Company Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

  • Company Intellectual Property means any Intellectual Property that is owned or purported to be owned by the Company or any of its Subsidiaries.

  • Intellectual Property 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 any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

  • Company Intellectual Property Rights means Intellectual Property Rights owned by or purported to be owned by, or exclusively licensed to, the Company or any of its Subsidiaries.

  • Intellectual Property Assets includes:

  • Licensed Intellectual Property Rights means all Intellectual Property Rights owned by a third party and licensed or sublicensed to either the Company or any of its Subsidiaries.

  • Owned Company Intellectual Property means that portion of the Company Intellectual Property and Company Intellectual Property Rights that is owned by the Company Entities.

  • Business Intellectual Property Rights means (a) the Intellectual Property Rights owned or licensed by the Group Companies and (b) any other Intellectual Property Rights owned or licensed by Seller or any of its other Subsidiaries and used solely in the conduct of the Business.

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

  • 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.

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