IP Assignment and Assumption Agreement definition

IP Assignment and Assumption Agreement shall have the meaning set forth in Section 3.2(i).
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IP Assignment and Assumption Agreement is defined in Section 2.4(q).
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IP Assignment and Assumption Agreement means an assignment and assumption agreement with respect to the intellectual property included in the Purchased Assets, drafted by Sellers and reasonably acceptable to Buyer.
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Examples of IP Assignment and Assumption Agreement in a sentence

  • Subject to, and upon the terms set forth in this Agreement and the IP Assignment and Assumption Agreement (as defined below), Recipient hereby assumes and agrees to pay, perform, or discharge when due, the Liabilities of Chromocell Holding directly attributable to the Company’s operations, as specified on Schedule B hereto.

  • This IP Assignment and Assumption Agreement (hereinafter “Assignment”), is made and entered into this 11th day of May, 2012 (the “Effective Date”), by and between American Residential Management, Inc., a Delaware corporation (hereinafter “Assignor”), and American Residential Properties OP, L.P., a Delaware limited partnership (hereinafter “Assignee”).

  • On or prior to the date hereof, Chromocell Holding and the Company shall have entered into the IP Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit B (the “IP Assignment and Assumption Agreement”).

  • This Agreement and the exhibits hereto and the IP Assignment and Assumption Agreement constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto other than the Confidentiality Agreement.


More Definitions of IP Assignment and Assumption Agreement

IP Assignment and Assumption Agreement means the intellectual property assignment and assumption agreement for the Purchased Assets, substantially in the form attached as Schedule 1.1(ee).
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IP Assignment and Assumption Agreement has the meaning set forth in Section 2.5(a)(iv). “IRS” means the U.S. Internal Revenue Service. “Kips Bay Inventory, Cash and Prepaid Amount” has the meaning set forth in Section 2.3(a)(vi). “Kips Bay Store” means the Store operated by Sellers at 000 0xx Xxxxxx, Xxx Xxxx, XX 00000. “Knowledge of Sellers” means the actual knowledge of the individuals identified on Section 1.1 of the Disclosure Schedule under the heading “Knowledge Parties”. “Law” means any constitution applicable to, and any statute, treaty, code, rule, regulation, ordinance, or legally binding requirement of, any Governmental Authority. 10
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IP Assignment and Assumption Agreement means each of the Patent Assignment, the Trademark Assignment and the Domain Name Assignment, in each case, to be executed by Seller and Buyer (or its designee) substantially in the forms attached as Exhibit D-1, Exhibit D-2 and Exhibit D-3, respectively.
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IP Assignment and Assumption Agreement means the IP Property Deed of Assignment to be executed by the Parties, in substantially the form set forth in Exhibit B.
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IP Assignment and Assumption Agreement means the Assignment and Assumption Agreement, dated as of the date hereof, among the Collateral Agent, the Existing Agent, 19E, 19TV, All Girl Productions, J2K Productions, Inc., 19 Management Limited, Focus Enterprises, Inc., 19 Recordings Limited and each other Subsidiary Guarantor party thereto.
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Related to IP Assignment and Assumption Agreement

  • Assignment and Assumption Agreement means the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A.

  • Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

  • Assignment and Assumption of Lease has the meaning set forth in Section 3.02(a)(v).

  • Assignment and Assumption means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

  • Assignment and Acceptance Agreement means an assignment and acceptance agreement entered into by a Lender, an Eligible Assignee and the Administrative Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially the form of Exhibit C hereto.

  • Affiliated Lender Assignment and Assumption means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-2 or any other form approved by the Administrative Agent and the Borrower.

  • nment and Assumption means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of E xhibit A or any other form approved by the Administrative Agent.

  • Assignment and Acceptance means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit C hereto.

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

  • Permitted Loan Purchase Assignment and Acceptance means an assignment and acceptance entered into by a Lender as an Assignor and Holdings, the Borrower or any of the Subsidiaries as an Assignee, as accepted by the Administrative Agent (if required by Section 9.04) in the form of Exhibit F or such other form as shall be approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld or delayed).

  • Patent Assignment Agreement means the Patent Assignment Agreement attached hereto as Exhibit G.

  • Assignment Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

  • Trademark Assignment Agreement has the meaning set forth in Section 2.01.

  • IP Assignment a collateral assignment or security agreement pursuant to which an Obligor grants a Lien on its Intellectual Property to Agent, as security for the Obligations.

  • Conveyancing and Assumption Instruments means, collectively, the various agreements, instruments and other documents heretofore entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by the Distribution Agreement, or otherwise arising out of or relating to the transactions contemplated in the Distribution Agreement.

  • Lender Assignment Agreement means an assignment agreement substantially in the form of Exhibit D hereto.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents and contractors shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per covered repair benefit limit set out above; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, including those caused by any fault, failure, delay or defect in providing services under this Service Agreement, and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state. Arbitration: YOU, NAW AND HOMESERVE ALL AGREE TO RESOLVE DISPUTES ONLY BY FINAL AND BINDING ARBITRATION OR IN SMALL CLAIMS COURT as follows:

  • Guarantee Assumption Agreement means a Guarantee Assumption Agreement substantially in the form of Exhibit A by an entity that, pursuant to Section 8.12(a), is required to become a “Subsidiary Guarantor” hereunder in favor of the Lenders.

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Incremental Assumption Agreement means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

  • Designated Borrower Request and Assumption Agreement has the meaning specified in Section 2.14.

  • Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

  • Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the United States Internal Revenue Code, United States Code Title 26, as amended from time to time;

  • Assignment and Conveyance An assignment and conveyance of the Mortgage Loans purchased on a Closing Date in the form annexed hereto as Exhibit 4.