IP JVCo definition

IP JVCo has the meaning given to it in the Shareholders Direct Agreement;
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IP JVCo has the meaning given to it in the Shareholders Direct Agreement; "IP Make Safe Activities" has the meaning given to it in the Liaison Agreement; "IP Make Safe Activities Completion Date" means the earlier of:
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IP JVCo means Bazalgette Ventures Limited, a limited liability company incorporated in England and Wales with registration number 9553461;
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Examples of IP JVCo in a sentence

  • Neither IP EquityCo nor IP JVCo shall register any Transfer in accordance with this Agreement, the Shareholders Agreement and the IP EquityCo Articles and the IP JVCo Articles unless the transferee (other than where the transferee is the Secretary of State or existing Private Sector Shareholder) has first executed a Deed of Adherence in the form set out in schedule 2 (Deed of Adherence).

  • Subject to clause 23.3 (Exception), IP EquityCo, IP JVCo, IP OpCo and/or IP HoldCo shall not assign, novate or otherwise transfer their rights or obligations under this Agreement in whole or in part except with the prior written consent of the Secretary of State (such consent not to be unreasonably withheld or delayed).

  • Each of the Parties shall execute any such Deed of Adherence in respect of a Transfer of Junior Capital made in the accordance with this Agreement, the Shareholders Agreement, the Contingent Equity Support Agreement, the IP EquityCo Articles and the IP JVCo Articles.

  • Subject to clause 23.5 (Secretary of State exception), the Secretary of State shall not assign, novate or otherwise transfer its rights or obligations under this Agreement in whole or in part except with the prior written consent of each of IP EquityCo, IP JVCo, IP OpCo and IP HoldCo (such consent not to be unreasonably withheld or delayed).

Related to IP JVCo

  • Company-Owned IP Rights means Company IP Rights that are owned by the Company or any of its Subsidiaries.

  • Company Owned IP means all Intellectual Property rights owned or purported to be owned by the Company or any of the Company Subsidiaries.

  • Company IP Rights means all Intellectual Property owned, licensed, or controlled by the Company or its Subsidiaries that is necessary for or used in the operation of the business of the Company and its Subsidiaries as presently conducted.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

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

  • IP Rights has the meaning specified in Section 5.17.

  • Company Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or any Company Subsidiary or to which the Company or any Company Subsidiary otherwise has a right to use.

  • IP License Agreement shall have the meaning set forth in Section 1.2.

  • 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.

  • IP License means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

  • 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.

  • 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.

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

  • IP Ancillary Rights means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to xxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

  • Owned IP means all of the Intellectual Property owned, or purported to be owned, by a Credit Party or any Subsidiary of a Credit Party.

  • Trademark Licensee means any corporation, partnership, limited liability company or similar legal entity (and not a person) that has a written trademark license agreement with Registry Operator or its Affiliate, for use of the registered trademark owned by Registry Operator or its Affiliate, the textual elements of which correspond exactly to the .Brand TLD string operated by Registry Operator, where: (i) such license is valid under applicable law; (ii) such license is for the use of such trademark in the regular course of that entity’s business outside of the provision of TLD Registry Services, and is not primarily for the purpose of enabling registration or use of domain names in the TLD; (iii) such trademark is used continuously in that entity’s business throughout the Term; and (iv) the domain names in the TLD registered to the Trademark Licensee are required to be used for the promotion, support, distribution, sales or other services reasonably related to any of the goods and/or services identified in the trademark registration.

  • Company Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company, in whole or in part.

  • 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”).

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • Acquired Intellectual Property has the meaning given in Section 2.1(b).

  • Intercompany License Agreement means any cost sharing agreement, commission or royalty agreement, license or sublicense agreement, distribution agreement, services agreement, intellectual property rights transfer agreement, any related agreements or similar agreements, in each case where all parties to such agreement are one or more of the Company or a Restricted Subsidiary.

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

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.