Common use of Ownership Free and Clear Clause in Contracts

Ownership Free and Clear. The Acquired Corporations exclusively own all right, title, and interest to and in the Company IP (other than any Intellectual Property Rights exclusively licensed to the Acquired Corporations, as identified in Part 2.9(c) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP granted in the ordinary course of business pursuant to Standard Form IP Agreements). Without limiting the generality of the foregoing:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zilog Inc), Agreement and Plan of Merger (Ixys Corp /De/)

AutoNDA by SimpleDocs

Ownership Free and Clear. The Acquired Corporations Companies exclusively own all right, title, title and interest to and in the Acquired Company IP IPR (other than any Intellectual Property Rights exclusively licensed to any of the Acquired CorporationsCompanies, as identified in Part 2.9(c2.10(b) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP granted in the ordinary course of business pursuant to Standard Form IP Agreements)Encumbrances. Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yelp Inc)

Ownership Free and Clear. The Acquired Corporations exclusively own all right, title, and interest to and in the Company IP (other than any Intellectual Property Rights exclusively licensed to the Acquired Corporations, as identified in Part 2.9(c2.10(c) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP and rights granted in the ordinary course of business pursuant to Standard Form IP Agreementsthe Contracts identified in Part 2.10(d) of the Disclosure Schedule). Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rae Systems Inc)

Ownership Free and Clear. The Acquired Corporations exclusively own all right, title, and interest to and in the Company Acquired Corporation IP (other than any Intellectual Property Rights exclusively licensed to the Acquired Corporations, as identified in Part 2.9(c) of the Disclosure ScheduleSchedule 3.12(b)) free and clear clear, to Seller’s knowledge, of any Encumbrances (other than non-exclusive outbound licenses to Company IP granted in the ordinary course of business pursuant to Standard Form IP Agreementsthe Contracts listed in Schedule 3.12(c) and Permitted Encumbrances). Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Agreement for the Purchase And (MoSys, Inc.)

Ownership Free and Clear. The Acquired Corporations Companies exclusively own all right, title, and interest to and in the Company IP (other than any Intellectual Property Rights exclusively licensed to the Acquired CorporationsCompany or the Subsidiary, as identified in Part 2.9(c) or 2.9(r) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP and rights granted in the ordinary course of business pursuant to Standard Form IP Agreementsthe Contracts identified in Part 2.9(d) of the Disclosure Schedule). Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Websense Inc)

Ownership Free and Clear. The Acquired Corporations Companies exclusively own all right, title, and interest to and in the Acquired Company IP (other than any Intellectual Property Rights exclusively licensed to the any Acquired CorporationsCompany, as identified in Part 2.9(c) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP and rights granted in the ordinary course of business 19. pursuant to Standard Form IP Agreementsthe Contracts identified in Part 2.9(d) of the Disclosure Schedule or subject to the exception in Section 2.9(d) hereof). Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Registration Rights Agreement (Cavium Networks, Inc.)

Ownership Free and Clear. The Acquired Corporations exclusively own all right, title, and interest to and in the Company Acquired Corporation IP (other than any Intellectual Property Rights exclusively licensed to the Acquired Corporations, as identified in Part 2.9(c3.9(b) of the Disclosure Schedule) free and clear clear, to the Company’s knowledge, of any Encumbrances (other than non-exclusive outbound licenses to Company IP granted in the ordinary course of business pursuant to Standard Form IP Agreementsthe Contracts listed in Part 3.9(c) of the Disclosure Schedule). Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Synopsys Inc)

Ownership Free and Clear. The Acquired Corporations exclusively own all right, title, and interest to and in the Company IP (other than any Intellectual Property Rights exclusively licensed to the Acquired Corporations, as identified in Part 2.9(c) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP and rights granted in the ordinary course of business pursuant to Standard Form IP Agreementsthe Contracts identified in Part 2.9(d) of the Disclosure Schedule). Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Servidyne, Inc.)

AutoNDA by SimpleDocs

Ownership Free and Clear. The Acquired Corporations exclusively own all right, title, and interest to and in the Company IP (other than any Intellectual Property Rights exclusively licensed to the Acquired Corporations, as identified in Part 2.9(c2.10(c) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP and rights granted in the ordinary course of business pursuant to Standard Form IP Agreementsthe Contracts identified in Part 2.10(d) of the Company Disclosure Schedule). Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rae Systems Inc)

Ownership Free and Clear. The Acquired Corporations Companies exclusively own all right, title, title and interest to and in the Company IP (other than any Intellectual Property Rights exclusively or Intellectual Property licensed to the such Acquired CorporationsCompany, as identified in Part 2.9(c4.10(a)(iii) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound nonexclusive licenses granted pursuant to the Contracts listed in Part 4.10(a)(iv) of the Disclosure Schedule), and such Company IP granted in the ordinary course of business pursuant to Standard Form IP Agreements)is valid, subsisting and enforceable. Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Share Purchase Agreement (Silicom Ltd.)

Ownership Free and Clear. The Acquired Corporations Companies exclusively own all right, title, title and interest to and in the Acquired Company IP (other than any Intellectual Property Rights exclusively licensed to any of the Acquired CorporationsCompanies, as identified in Part 2.9(c2.10(b) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP granted in the ordinary course of business pursuant to Standard Form IP Agreements)Encumbrances. Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yelp Inc)

Ownership Free and Clear. The Acquired Corporations Companies exclusively own all right, title, and interest to and in the Company IP (other than any Intellectual Property Rights exclusively licensed to the Acquired CorporationsCompanies, as identified in Part 2.9(c) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP and rights granted in the ordinary course of business pursuant to Standard Form IP Agreementsthe Contracts identified in Part 2.9(d) of the Disclosure Schedule). Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Dot Hill Systems Corp)

Ownership Free and Clear. The Acquired Corporations Companies exclusively own all right, title, title and interest to and in the Company IP (other than any Intellectual Property Rights exclusively licensed to the Acquired Corporations, as identified in Part 2.9(c) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP granted in the ordinary course of business pursuant to Standard Form IP Agreements)Permitted Encumbrances. Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rovi Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.