Retained IP Sample Clauses

Retained IP. 3.5.1 Holdings shall not challenge, or assist any third party to challenge, the CBI Parties’ exclusive ownership of or right to use the Retained IP, any common law or similar rights in and to the Retained IP, or the validity of any registrations or applications for registration for the Retained IP. As between the Parties, all right, title and interest in and to the Business IP belongs to CBI, and any use Holdings makes of the Business IP will not confer any ownership rights upon Holdings. Any goodwill generated by Holdings’ use of the Business IP shall inure to the sole benefit of CBI. Holdings shall assign, transfer and convey to CBI (or another CBI Party at CBI’s direction) any rights in the Business IP that Holdings may obtain or that may vest in Holdings, and Holdings shall execute any documents reasonably requested by CBI to accomplish, confirm or record such assignment, transfer and conveyance.
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Retained IP. Dutch Newco agrees that, as between Dutch Newco and NXP, NXP is the sole and exclusive owner of all right, title and interest in and to the Retained IP, and that under this Agreement, Dutch Newco acquires no right, title or interest in or to any of the foregoing, other than the rights expressly granted hereunder.
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Retained IP. On or as soon as reasonably practicable after each occurrence of an Issuance arising from a Pre-QIPO Issuance Event, the Seller shall, and shall cause its Subsidiaries to, convey, assign and transfer, free and clear of any Encumbrances whatsoever, a portion of the Retained IP to be agreed in good faith between the Parties (and with notice thereof provided to the Seller Audit Committee) prior to such assignment and transfer (all such portions of Retained IP in the aggregate from time to time, the “Stage 1 Retained IP”), to Alipay Hong Kong, or to another wholly owned Subsidiary of the Purchaser designated by the Purchaser, and Alipay Hong Kong shall acquire and accept from the Seller and its Subsidiaries the Stage 1 Retained IP, and the Seller, on the one hand, and the Purchaser and such Subsidiary of the Purchaser, on the other hand, shall execute and deliver a cross-license agreement in substantially the form attached as Exhibit A (the “Cross-License Agreement”) on or prior to the first such transfer of any portion of the Stage 1 Retained IP, provided, however, that in the event the transfer by Seller of Stage 1 Retained IP to such other Subsidiary of Purchaser requires the Seller to pay additional Taxes or obtain additional approvals of Governmental Authorities, Purchaser shall pay to Seller a sum equal to the expenses incurred in connection with obtaining such approvals and any additional Taxes incurred by Seller in respect of such transfer, provided, further, however, that any Stage 1 Retained IP domiciled outside the PRC shall be transferred by Seller to a Subsidiary of Purchaser domiciled outside the PRC identified by Purchaser. Conveyance, assignment and transfer of Stage 1 Retained IP that would have the effect of altering any payment amount owed pursuant to the Amended IPLA other than in accordance with the terms of the Amended IPLA shall not occur without the consent of each of Purchaser and Seller (including approval of the Seller Audit Committee).
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Retained IP. Section 2.01 of the License Agreement is hereby amended and replaced in its entirety to read as follows:
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Retained IP. As between the parties, Textron shall have sole control and discretion over the prosecution and maintenance of any patents and patent applications with respect to the Retained IP, and the costs of such prosecution and maintenance shall be borne by Textron. C&A Products may request in writing that Textron pursue patent protection with respect to specific Retained IP in specified jurisdictions ("C&A Products Requested Jurisdictions"). In the event that Textron declines to prosecute or maintain any such patents in one or more C&A Products Requested Jurisdictions, or fails to provide C&A Products with written notice of its intent to prosecute or maintain such patents within fifteen (15) days of receiving such request, C&A Products may itself elect to prosecute and maintain such patents in any or all such jurisdictions, in Textron's name and at C&A Products' cost, by providing Textron with written notice of such election within thirty (30) days of the date of C&A Products' original request to Textron. Any such election shall not affect Textron's ownership of and rights to Use any Retained IP under this Agreement.
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Related to Retained IP

  • Company IP Each Group Company owns or otherwise has sufficient rights (including but not limited to the rights of development, maintenance, licensing and sale) to all Intellectual Property necessary and sufficient to conduct its business as currently conducted by such Group Company (“Company IP”) without any known conflict with or known infringement of the rights of any other Person. Section 12.1 of the Disclosure Schedule sets forth a complete and accurate list of all Company Registered IP for each Group Company, including for each the relevant name or description, registration/certification or application number, and filing, registration or issue date.

  • Owned Intellectual Property Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to xxx a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Title to Intellectual Property a) All right, title and interest in and to Foreground Intellectual Property prepared, conceived or developed by the Supplier/Service Provider, its researchers, agents and employees shall vest in Transnet and the Supplier/Service Provider acknowledges that it has no claim of any nature in and to the Foreground Intellectual Property. The Supplier/Service Provider shall not at any time during or after the termination or cancellation of this Agreement dispute the validity or enforceability of such Foreground Intellectual Property, or cause to be done any act or anything contesting or in any way impairing or tending to impair any part of that right, title and interest to any of the Foreground Intellectual Property and shall not counsel or assist any person to do so.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Third Party Intellectual Property Rights You acknowledge that, in respect of any Third Party Intellectual Property Rights in the Services, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You. We shall provide the Third Party Applications or Third Party Services under the standard licence terms provided by the relevant third parties (the Third Party End User Licence(s), copies of which shall be provided to You), and You agree to be bound to the relevant third parties by such licence terms. You shall comply with the Third-Party End User Licences and shall indemnify and hold Us harmless against any loss of damage which We may suffer or incur as a result of Your breach of such terms howsoever arising.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Third Party Intellectual Property 6.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

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