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).

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.

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 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.

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).

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.

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 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. “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

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.