IP Entity definition

IP Entity means IP and any entity that is a Subsidiary of IP immediately after the Distribution.
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IP Entity has the meaning set forth in Section 4(d).
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IP Entity means the entity as defined in paragraph f of Article 21;
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Examples of IP Entity in a sentence

  • Spinco shall reimburse IP for all reasonable out-of-pocket costs and expenses incurred by any IP Entity in connection with any Notified Action within ten (10) days after receiving an invoice from IP therefor.

  • IP shall be responsible for any withholding Taxes and employment Taxes attributable to the IP Incentive Stock, to the extent that such liability is a legal obligation of any IP Entity or any Spinco Entity.

  • IP shall prepare and file (or cause to be prepared and filed) each Tax Return required to be filed by an IP Entity and shall pay, or cause such IP Entity to pay, all Taxes shown to be due and payable on each such Tax Return; provided that Spinco shall reimburse IP for any such Taxes that are described in clause (i) of the definition of Spinco Taxes.

  • Without the consent of IP, no such deduction will be claimed by any Spinco Entity for any Post-Distribution Period (whether or not an IP Entity is entitled to such deduction).

  • For the avoidance of doubt, Spinco shall be responsible for any interest, penalties or additions to Tax resulting from the late filing of any Tax Return described in Section 2.01(c) except to the extent that such late filing is caused by the failure of any IP Entity to provide relevant information necessary for the preparation and filing of such Tax Return.

  • To the extent permitted by applicable Law, any Income Tax deduction arising in respect of the exercise of an IP stock option by any Spinco Business Employee, the vesting of any IP stock issued to any Spinco Business Employee or any similar item of equity compensation (together, the “IP Incentive Stock”) shall be claimed by an IP Entity.

  • Any assignee of the above covenants granted by a Seller IP Entity or Buyer IP Entity (or of any Intellectual Property of any such Person bound by any of the above covenants) is deemed to have automatically assumed the obligations of the assigning party in this Section 8.7, and the assigning party shall be released from its obligations in this Section 8.7 that accrue after any such assignment date with respect to the applicable covenant or Intellectual Property that has been assigned.

  • Without limiting the foregoing, the above covenants granted by each Seller IP Entity or Buyer IP Entity shall be deemed to “run with” the Intellectual Property bound thereby, and shall at no time be legally separated from same.

  • The rights of each IP Entity, each Spinco Entity and UWWH and its Subsidiaries to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

  • Customers are individuals or entities who obtain products or services from an NN IP Entity.


More Definitions of IP Entity

IP Entity means any member of the IP Group.
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IP Entity means the entity holding the intellectual property rights as defined in paragraph f of Article 21;
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Related to IP Entity

  • Partnership Entity means any of the Partnership Entities.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Company Subsidiary means any Subsidiary of the Company.

  • Partnership Entities means the General Partner and each member of the Partnership Group.

  • Group Entity means any of the Company and Subsidiaries of the Company.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Group Company means any one of them;

  • Roll-Up Entity means a partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

  • Material Group Company means the Issuer or a Subsidiary representing more than 5.00 per cent. of either (i) the total assets of the Group on a consolidated basis (for the avoidance of doubt, excluding any intra-group transactions) or (ii) the net profit of the Group on a consolidated basis according to the latest Financial Report.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Parent’s Knowledge means the actual knowledge of those individuals identified in Section 1.1(b) of the Parent Disclosure Schedule.

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • Company Entity means the Company or one of its Subsidiaries.

  • Company’s Knowledge means the actual knowledge of the executive officers (as defined in Rule 405 under the 0000 Xxx) of the Company, after due inquiry.

  • Seller Affiliate means any Affiliate of Seller.

  • Acquired Corporations means the Company and each of its Subsidiaries, collectively.

  • Target Companies means the Company and its Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • the Company’s knowledge means the knowledge, after reasonable inquiry, of Pxxxxx Xxxxx, Lxxxxxxx Xxxxxx, Sxxxxxx XxXxxxxx and Kxxxxxx Xxxxx.

  • Knowledge of the Company means the actual knowledge after reasonable inquiry of one or more of Lxxx XxXxx, Jxxxxx Xxxxxx, Cxxxxxxxxxx Xxxxx, Wxxxx Xxxxxxxxx, Gxxxx Xxxxx, Jxxx Xxxxxxx, Sxxx Rxxxxxxx or Axxx Xxxxx.

  • Material Company means, at any time:

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Knowledge of Seller means, as to a particular matter, the current actual knowledge of the following people: Xxxxxxx Xxx; Xxxxxxx Soon-Shiong; Xxxx Xxxx; Xxx Xxxxx; Xxxxx Xxxxxxx; Xxxxx Xxxxxxxxx; Xxxxxxx Xxxx; and Xxxx Leader.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • to the Company’s knowledge means the actual knowledge after reasonable investigation of the Company’s officers and directors.