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).

Transferred Owned Intellectual Property has the meaning specified in Section 8.12(a)(vi).

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.

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 specified in Schedule 1.1(a).

Transferred Owned Intellectual Property has the meaning given to such term in Exhibit B.

Transferred Owned Intellectual Property has the meaning set forth in Section 4.18(c).

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

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.

Transferred Owned Intellectual Property has the meaning provided such term in the definition of Transferred Assets.