Assumed Rights definition

Assumed Rights means all rights of Eric Xxxxxxx xxxer each such agreement.
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Assumed Rights has the meaning set forth in Section 2.2.
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Assumed Rights means all rights and entitlements with respect to the Assumed Business as more fully set forth in Section 2.2, below; provided, however, “Assumed Rights” shall not include any rights or entitlements, other than rights and entitlements of JHUSA pursuant to the Reinsurance Agreement. The Assumed Liabilities, together with the Assumed Rights, shall constituted the “Assumed Business”.
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Examples of Assumed Rights in a sentence

  • The Parties agree to allocate the Aggregate Consideration among the Purchased Assets and Assumed Rights in accordance with the schedule set forth in Exhibit I (the “Allocation Schedule” and the allocation thereunder, the “Allocation”), which is in accordance with Section 1060 of the Code.

  • For purposes hereof, (I) "Assumed Obligations" means all obligations of Eric Xxxxxxx xxxer the Shareholders Agreement dated June 9, 1997 (the "Shareholders Agreement") among Cyrk, Inc., Allax Xxxxx, Xxic Xxxxxxx, Xxegxxx Xxxxxxx xxx Patrxxx Xxxxx xxx under the Registration Rights Agreement dated June 9, 1997 (the "Registration Rights Agreement") among Cyrk, Inc., Allax Xxxxx xxx Eric Xxxxxxx xxx (II) "Assumed Rights" means all rights of Eric Xxxxxxx xxxer each such agreement.

  • Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Ordinary Shares for delivery upon the conversion of the Assumed Rights in accordance with this Section 1.02(e).

  • Acquiring Company shall pay to Splitting Company 1 billion and 850 million Japanese Yen as the consideration for the Assumed Rights and Obligations (However, the difference between the amount of the net assets of the Assumed Rights and Obligations on the Effective Date calculated based upon US GAAP and JPY 355,095,000 shall be increased or decreased).

  • BRAFV shall indemnify, defend, hold harmless ArchCo from and against any and all claims, damages, losses, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses to the extent the same arise on or after the Effective Date with respect to Purchaser's obligations under the Assumed Rights and Obligations.

  • Available at: www.fomento.org.mx/novedades/Informe2013-ingles.pdf.

  • Assignor hereby assigns to Assignee, effective as of the Effective Date, all of Assignor's rights, interests, duties, burdens and obligations under the Development Agreement with respect to the KRB Property ("Assumed Rights and Obligations").

  • Assignee hereby assumes, effective as of the Effective Date, all of the Assumed Rights and Obligations of Assignor under the Development Agreement with respect to the KRB Property, and agrees to observe and fully perform all of the Assumed Rights and Obligations of Assignor under the Development Agreement with respect to the KRB Property, and to be subject to all the terms and conditions thereof.

  • As consideration for the Purchased Assets and the Assumed Rights, the Purchase Price and Final Inventory Value shall be deemed to be earned by Seller on the Closing Date; provided, however, that the Parties have agreed that such payments are payable on January 15, 2020 (the “Payment Date”).

  • The maximum number of Shares which may be issued pursuant to this Plan is 1,000,000 plus the number of full and fractional Shares covered by the Assumed Rights.


More Definitions of Assumed Rights

Assumed Rights has the meaning set forth in Section 2.2. 1.11 “BEA Termination Agreement” means that certain Brand Extension Agreement Termination Agreement, effective as of the Closing Date, by and between Seller and Buyer. 1.12 “Benefit Plans” means (a) all “employee benefit plans” as defined in Section 3(3) of ERISA and (b) any other agreement, arrangement, plan, or policy, qualified or non-qualified, written or oral, funded or unfunded, that involves any (i) pension, retirement, profit sharing, savings, deferred compensation, bonus, stock option, simple retirement account (as described in Code Section 408(p)), stock purchase, phantom stock, incentive plan, or change-in-control benefits; (ii) welfare or “fringe” benefits, including vacation, holiday, severance, redundancy, disability, medical, hospitalization, dental, life and other insurance, tuition, company car, club dues, sick leave, maternity, paternity or family leave, health care reimbursement, dependent care assistance, cafeteria plan, regular in-kind gifts, or other benefits; or (iii) employment, consulting, engagement, retainer or golden parachute agreement or arrangement, in each case, which is sponsored, maintained or contributed to by Seller or any ERISA Affiliate and with respect to which Seller or any ERISA Affiliate has or may have any current or future Liability. 1.13 “Xxxx of Sale” means that certain Xxxx of Sale to be entered into by and between Seller and the Buyer at the Closing in substantially the form attached hereto as Exhibit C. 1.14 “Brand Extension Products” means those products set forth on Schedule 1.14. 1.15 “Business” means the development, manufacture, production, advertising, marketing, promotion, distribution, importation, exportation, offer for sale and sale of the Brand Extension Products. 1.16 “Business Day” means any day which is not a Saturday, a Sunday or a legal holiday in the State of Missouri, USA. 2 1.17 “Buyer” has the meaning set forth in the preamble. 1.18 “Cap” has the meaning set forth in Section 9.5(a). 1.19 “Claim Notice” has the meaning set forth in Section 9.4(a). 1.20 “Closing” means the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, as provided for in Section 2.7. 1.21 “Closing Date” means August 1, 2019. 1.22 “Code” means the U.S. Internal Revenue Code of 1986, as amended. 1.23 “Commercialization and Technology Termination Agreement” means that certain Commercialization and Technology Agreement Termination Ag...
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Related to Assumed Rights

  • Retained Rights has the meaning set forth in Section 2.2.

  • Reserved Rights means amounts payable to the Issuer under Sections 4.02(b), 6.09, 7.02 and 8.04 hereof.

  • Unassigned Rights means the Governmental Lender’s rights to reimbursement and payment of its fees, costs and expenses and the Rebate Amount under Section 2.5 of the Borrower Loan Agreement, its rights to attorneys’ fees under Sections 5.11, 5.13, 5.14 and 5.15 thereof, its rights to indemnification under Sections 5.15 and 9.1.4 thereof, its rights of access under Section 5.17 thereof, its rights to receive notices, reports and other statements and its rights to consent to certain matters, including but not limited to its right to consent to amendments to this Funding Loan Agreement, the Borrower Loan Agreement and the Regulatory Agreement, and otherwise as provided in this Funding Loan Agreement and the Borrower Loan Agreement and the Governmental Lender’s indemnification, consent and enforcement rights and rights to payment of fees, costs and expenses under the Regulatory Agreement.

  • Restricted rights, as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

  • Licensed Rights means the rights granted to You subject to the terms and conditions of this Public License, which are limited to all Copyright and Similar Rights that apply to Your use of the Licensed Material and that the Licensor has authority to license.

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • Distributed Right has the meaning set forth in the definition of “Adjustment Factor.”

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Assigned Rights means all of the Borrower’s rights, easements, privileges, tenements, hereditaments, contracts, claims, licenses or other interests, whether presently existing or arising in the future. The Assigned Rights include all of the Borrower’s rights in and to:

  • Transferred Technology has the meaning set forth in Section 2.3(a).

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

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

  • Purchased Assets has the meaning set forth in Section 2.1.

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

  • Retained Assets has the meaning set forth in Section 2.2.

  • Related Rights has the meaning set forth in Section 1.1 of the Purchase and Sale Agreement.

  • Excluded Intellectual Property shall have the meaning set forth in Section 1.2(i).

  • Transferred Intellectual Property Rights means (a) the Transferred Patents, (b) the Transferred Copyrights, (c) the Transferred Internet Properties, (d) the Transferred Industrial Designs, (e) The Transferred Database Rights,(f) the Transferred Mask Work Rights, (g) the Transferred Trade Secrets, and (h) the Transferred Trademarks.

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

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

  • Transferred Trademarks means the Trademarks, and applications for Trademarks, included in the Transferred Registered Intellectual Property.

  • Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.

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

  • Seller Intellectual Property means (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.