Closed IP definition

Closed IP means the electronic delivery to Subscribers of an encrypted file to a Target Device by means of Internet Protocol (“IP”) using either (i) NDS or other conditional access technology licensed or owned by Licensee and/or (ii) protected by Windows Media DRM 10 (or subsequent versions) having the settings and configuration set forth in Attachment B. Licensee’s obligation to exhibit any Included Program on a Closed IP basis shall be subject to Licensor making available to Licensee such Included Program in digital file format in accordance with Section 1.0(A)(2) of Attachment E-1 or Section 2.0(A)(2) of Attachment E-2, as applicable (provided, that the foregoing does not limit the provisions set forth in Sections 8.1 and 8.2 of Attachment D in any manner whatsoever).
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Closed IP means the electronic delivery of an encrypted file by means of IP through a closed system architecture solely to subscribers; but shall not, for the avoidance of doubt, include any electronic delivery for receipt and viewing over the public, free to the consumer (other than an ISP or access charge, if any) Internet or “Worldwide Web” via a URL.
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Examples of Closed IP in a sentence

  • The right so to distribute and exhibit each Library VOD Program during its Library VOD License Period in the medium of Video-On-Demand television delivered by means of: (a) Push Download to Target Devices or (b) Closed IP to Target Devices, subject to the VOD Restrictions.

  • The right so to distribute and exhibit each Current VOD Program during its Current VOD License Period in the medium of Video-On-Demand television delivered by means of: (a) Push Download to Target Devices or (b) Closed IP to Target Devices, subject to the VOD Restrictions.

  • Subject to Section 9.1.4, any Included Program first exhibited by means of Closed IP shall be continuously exhibited by means of Closed IP for its entire License Period.

  • Notwithstanding anything to the contrary contained herein, Licensee shall have no obligation to select any Library FOD Programs (whether due to a delay in launching Licensee’s Closed IP service by June 15, 2008 or any other reason) and Licensee’s exhibition commitments with respect to Library FOD Programs hereunder are satisfied by payment of the FOD Minimum Fee.

  • The right so to distribute and exhibit each Library FOD Program during its Library FOD License Period in the medium of Free-On-Demand television delivered by means of: (a) Push Download to Target Devices or (b) Closed IP to Target Devices.

  • Commencing on the Closed IP Effective Date, during each calendar year of the Term for which Licensor makes available to Licensee a sufficient number of Library FOD Programs (subject to the availability of closed-captioned versions in accordance with Section 1.0(A)(3) of Attachment E-1) (each an “FOD Exhibition Year”), Licensee shall select a number of Library FOD Programs for which the aggregate FOD License Fees equal or exceed the FOD Minimum Fee.

  • Following the Closed IP Effective Date, Licensee shall at all times maintain commercially reasonable fraud detection measures designed to detect the unauthorized viewing of Included Programs in violation of the Usage Rules and excessive registrations and de-registrations of Approved Devices from any one Subscriber’s account.

  • Notwithstanding any other term of this Agreement, Licensee’s obligations to exhibit any Included Program over Closed IP shall not be effective until after the Closed IP Effective Date.

  • During each Term Year commencing on the Closed IP Effective Date, Licensee commits to exhibiting no less than 50 Included Programs as Library VOD Programs on the Licensed Service (such commitment to be pro-rated for any such period that is more or less than 12 months in duration and to be subject to the availability of closed-captioned versions in accordance with Section 1.0(A)(3) of Attachment E-1).

Related to Closed IP

  • Closed-end Fund means a registered investment company that raises capital only once, by issuing a fixed number of shares. The shares of the closed-end fund are typically traded on an exchange and their prices fluctuate throughout the trading day, based on supply, demand, and the changing values of their underlying holdings. Closed-end funds are also known as Listed Investment Companies in Australia, and Investment Trusts in the U.K. Closed-end funds do not include funds typically known as “Exchange-Traded Funds” (“ETFs”) organized as open-end investment companies or unit investment trusts.

  • Disclosed Litigation has the meaning specified in Section 3.01(b).

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Transferred IP means all Intellectual Property and Intellectual Property Rights owned (whether exclusively, jointly with another Person, or otherwise) by Seller that is used in, or necessary for, or arises out of the operation of the Websites and Transferred Business as currently conducted, including all Intellectual Property Rights in or pertaining to the Transferred Website Content.

  • Closed-End Funds has the meaning set forth in Section 2.1(b).

  • Closed Session means a meeting or part of a meeting of a public body that is closed to the public.

  • Closed-end credit means a credit transaction that does not meet the definition of open-end credit.

  • Company IP Licenses (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively, “Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 4.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

  • Closed season means all times, manners of taking, and places

  • Closed Position means the opposite of an Open Position.

  • Disclosure Letter the disclosure letter delivered by Sellers to Buyer concurrently with the execution and delivery of this Agreement.

  • Owned Company IP means the Intellectual Property that is owned by any Company or any of its Subsidiaries.

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • 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.

  • Company IP Rights means, with respect to each Company Group, (A) any and all Intellectual Property used in or required for the conduct of the business of such Company Group as currently conducted by such Company Group; and (B) any and all other Intellectual Property owned by or licensed to such Company Group.

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered to the Buyer by the Seller concurrently with the execution of this Agreement.

  • Adverse Effect means, with respect to any action, that such action will (a) result in the occurrence of an Event of Default or (b) materially and adversely affect (i) the amount or timing of payments to be made to the Lenders pursuant to this Agreement or (ii) the existence, perfection, priority or enforceability of any security interest in a material amount of the Pledged Receivables taken as a whole or in any material part.

  • Company SEC Documents shall have the meaning set forth in Section 4.7(a).

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Company IP means all Intellectual Property Rights and Intellectual Property owned by or exclusively licensed to the Company.

  • Seller’s Knowledge or any similar phrase means the actual knowledge of Xxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx.

  • Material Permits shall have the meaning ascribed to such term in Section 3.1(n).

  • Closed Period means (i) ten quotation days preceding and three quotation days following the disclosure to the public of the consolidated financial statements or annual statement of the Company; or (ii) the period as from the date the corporate management possesses material information which could, if disclosed to the public, significantly impact the quotation of the Shares of the Company, until ten quotation days after the day such information is disclosed to the public.

  • SEC Documents shall have the meaning specified in Section 4.5.

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).