Assumed IP Contracts definition

Assumed IP Contracts shall have the meaning set forth in Section 4.11(m) hereof.
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Assumed IP Contracts means all of the agreements, contracts, licenses, relationships and commitments, written or oral of AFBS that are specifically listed on Schedule 1.3 attached hereto, including all of the patent, trademark, copyright, trade secret or other rights arising out of the same.
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Assumed IP Contracts means the Contracts identified on Schedule 5.1(a).
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Examples of Assumed IP Contracts in a sentence

  • Dutch Newco hereby accepts the assignment of the Assumed IP Contracts and assumes all Liabilities in respect thereof arising after the Closing.

  • Subject to Section 2.10, NXP hereby transfers and assigns its and its Subsidiaries’ right in and to the Assumed IP Contracts.

  • Except as set forth on Schedule 2.6, AFBS has performed each material term, covenant and condition of each of the Assumed Contracts and Assumed IP Contracts that was to be performed by it at or before the Effective Time and, to the Knowledge of AFBS, each other party to an Assumed Contract and Assumed IP Contract has not breached any material term, covenant or condition of each of the Assumed Contracts or Assumed IP Contracts that is to be performed by it at or before the Effective Time.

  • Except as set forth on Schedule 2.6 or as contemplated by the Transfer Agreement or the IP Transfer Agreement, AFBS has made no prior assignment of the Assumed Contracts or Assumed IP Contracts or any of its rights or obligations thereunder.


More Definitions of Assumed IP Contracts

Assumed IP Contracts shall have the meaning set forth in the IP Transfer Agreement. “Assumed IP Liabilities” shall have the meaning set forth in the IP Transfer Agreement. “Business” shall mean the business and operations of AFBS as operated and conducted prior to and up through the Effective Time. “Closing” shall have the meaning set forth in Section 1.2(a). “Closing Date” shall have the meaning set forth in Section 1.2(a). “Consents” shall have the meaning set forth in the Transfer Agreement. “Contributed Assets” shall have the meaning set forth in the Transfer Agreement. “Distribution Agreement” shall have the meaning set forth in the Recitals of this Agreement. “Effective Time” shall mean 11:58 p.m. (Eastern Daylight Time) on the Closing Date. “Equipment” shall have the meaning set forth in the Transfer Agreement. “Employees” shall have the meaning set forth in Section 4.4. “Financial Statements” shall mean the unaudited balance sheets and statements of income of TS as of and for the fiscal years ended December 31, 2003 and 2004 and as of and for the five months ended May 31, 2005, including the notes thereto (for 2003 and 2004), which are set forth on Schedule 3.5. “GAAP” means generally accepted accounting principles in the United States, as in effect from time to time. “Great Plains Software” shall mean any of the software identified in Items 86 through 92 on Schedule 1.14 of the Transfer Agreement. “Governmental Entity” shall have the meaning set forth in the Transfer Agreement. “Indemnified Party” shall have the meaning set forth in Section 5.3(a). “Indemnifying Party” shall have the meaning set forth in Section 5.2(d). “Intellectual Property” shall have the meaning set forth in the IP Transfer Agreement. 21
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Related to Assumed IP Contracts

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Seller Contracts means all Contracts (i) relating to the Business under which Seller has or may acquire any rights or benefits, (ii) relating to the Business under which Seller has or may become subject to any obligation or Liability or (iii) by which any of the Purchased Assets or Assumed Liabilities is or may become bound.

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Company Contracts has the meaning set forth in Section 3.13(a).

  • Assumed Contract means any Executory Contract or Unexpired Lease assumed by the Reorganized Debtors in accordance with Article V of the Plan.

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • Shared Contracts means contracts pursuant to which a non-affiliated third party provides material services, Intellectual Property, Software or benefits to Seller or one or more of its Affiliates (including the Acquired Companies) in respect of both the Business and any other business of Seller and its Affiliates (other than the Acquired Companies).

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Executory Contracts means executory contracts and unexpired leases as such terms are used in 11 U.S.C. § 365, including all operating leases, capital leases, and contracts to which the Debtor is a party or beneficiary on the Confirmation Date.

  • Assumed Leases has the meaning set forth in Section 2.6(b).

  • Assigned Contract has the meaning set forth in Section 1.5(a).

  • Company IP 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 Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Customer Contracts has the meaning set forth in Section 1.1(b)(ii)(A).

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

  • Schedule of Assumed Executory Contracts and Unexpired Leases means the schedule of certain Executory Contracts and Unexpired Leases to be assumed (or assumed and assigned) by the Debtors pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time by the Debtors.

  • IP Agreements means all material Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any material Intellectual Property to which a Pledgor, now or hereafter, is a party or a beneficiary.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Project Contracts means collectively this Agreement, the Land Lease Agreement, the Construction Contract, O&M Contracts (if any) and any other material contract (other than the Financing Documents) entered into or may hereafter be entered into by the Concessionaire in connection with the Project;

  • Existing Contracts means the existing licenses and contracts given by the Railway Administration / Authority, in relation to commercial establishments, as existing on Station Development Land, as on the date of the Agreement, and as further set out in the Schedules, which shall, for avoidance of doubt, exclude any licenses and/ or contracts in relation to any Excluded Activities and/or Railway Operational Activities;

  • New Contracts means binding new agreements or amendments to existing agreements with customers.