IP Losses definition

IP Losses has the meaning ascribed to it in Section 7.2(b).
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IP Losses shall not include any expenses of litigation which relate to any of the IP Claims and which are incurred prior to the Closing Date and, notwithstanding anything to the contrary contained in this Agreement, no Officer's Certificate may be submitted to the Depository Agent for any expenses of litigation which relate to any of the IP Claims and which are incurred prior to the Closing Date. Subject to the terms and conditions hereof, the General Escrow Amount shall be available to compensate the Parent Indemnitees for any and all Losses (whether or not involving a Third Party Claim), including IP Losses, incurred or sustained by any of the Parent Indemnitees, directly or indirectly, either as a result of (i) any inaccuracy or breach of any representation, warranty, covenant or agreement of the Company contained herein or in any instrument delivered pursuant to this Agreement or (ii) any IP Claim. Notwithstanding the foregoing, Parent may not make any claims against the Escrow Fund unless the aggregate Losses incurred or sustained exceed $300,000 (at which such time claims may be made for all Losses incurred or sustained).
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IP Losses means any and all costs, liabilities, fees, expenses, fines, damages, judgments, penalties, and other out of pocket amounts incurred by FMI (excluding any internal FMI costs): (i) in connection with FMI’s defense (whether sole or joint) against Third-Party Infringement Suits; or (ii) pursuant to FMI’s obligation to indemnify DiAn and other “DIAN Indemnitees” (as defined in the Laboratory Services Agreement) against Indemnifiable Losses (as defined in the Laboratory Services Agreement) arising from Third-Party Infringement Claims (as defined in the Laboratory Services Agreement) under Section 15.1.2 of the Laboratory Services Agreement.
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Examples of IP Losses in a sentence

  • The balance of $[***] in the General Indemnification Cap after reimbursement of $[***] of non-IP losses would be available to provide reimbursement for the $[***] in unreimbursed IP Losses.

  • Subject to the terms and conditions hereof, the IP Escrow Amount shall be available to compensate Parent and its officers, directors, employees, agents, Affiliates and Associates (the "Parent Indemnitees") for any and all payments and disbursements made by any of the Parent Indemnitees (including attorneys' fees and other expenses of litigation, and amounts paid in settlement), directly or indirectly, as a result of IP Claims ("IP Losses").

  • The term "IP Losses" shall not include any expenses of litigation which relate to any of the IP Claims and which are incurred prior to the Closing Date and, notwithstanding anything to the contrary contained in this Agreement, no Officer's Certificate may be submitted to the Depository Agent for any expenses of litigation which relate to any of the IP Claims and which are incurred prior to the Closing Date.

  • Notwithstanding anything to the contrary in this Agreement or the Ex-US Commercialization Agreement, the Parties agree to allocate any and all IP Losses (as defined below) in accordance with Table 1- IP Loss Tiers below.

  • In such case, the IP Losses would first be used against the IP Indemnification Cap, after which there would be $[***] in unreimbursed IP Losses.

  • By way of example only, assume hypothetically that there are Losses excluding IP Losses of $[***] and IP Losses of $[***].

  • Parent, Merger Sub and the Company each acknowledge that such Losses (including IP Losses), if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the aggregate Merger consideration to be paid to the stockholders of the Company.

  • If FMI were to incur US$[…***…] in IP Losses during a Calendar Quarter, and had incurred US$[…***…] in aggregate IP Losses prior to such Calendar Quarter, Roche’s reimbursement to FMI for IP Losses incurred by FMI during such Calendar Quarter would be calculated as follows: [US$[…***…]] + [US$[…***…]] = US$[…***…].

  • If any Action relating to potential Indemnified IP Losses is pending on the due date for the Sixth Payment, then the due date for the Sixth Payment shall be deferred until such pending Action is resolved and promptly following resolution of such pending Action TriZetto shall make the Sixth Payment to Q4 minus any amounts offset in accordance with this paragraph.

  • If no Action relating to potential Indemnified IP Losses is pending on the due date for the Sixth Payment, then TriZetto shall make the Sixth Payment on the due date, minus any amounts previously offset in accordance with this paragraph.

Related to IP Losses

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Direct Losses means all damages, losses, liabilities, penalties, fines, assessments, claims, actions, costs, expenses (including the cost of legal or professional services, legal costs being on a substantial indemnity basis), proceedings, demands and charges whether arising under statute, contract or at common law, except Indirect Losses.

  • Net Losses means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

  • Covered Losses has the meaning set forth in Section 9.2(b).

  • Fraud Losses Realized Losses on Mortgage Loans as to which a loss is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial of coverage under any related Primary Insurance Policy because of such fraud, dishonesty or misrepresentation.

  • Aggregate Net Losses means, with respect to a Collection Period, an amount equal to the aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period minus all Net Liquidation Proceeds collected during such Collection Period with respect to all Defaulted Receivables.

  • Bankruptcy Losses With respect to the Mortgage Loans in the related Mortgage Pool, losses that are incurred as a result of Deficient Valuations and any reduction, in a bankruptcy proceeding, of the amount of the Scheduled Payment on a Mortgage Loan other than as a result of a Deficient Valuation.

  • Liquidating Losses means any net loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to net loss realized in connection with an adjustment to the book value of Partnership assets under Section 6.2 hereof.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • distribution losses means energy losses that result from the interaction of intrinsic characteristics of the distribution network such as electrical resistance with network voltages and current flows;

  • Loss Adjustment Expenses means all costs and expenses incurred by the Company in the investigation, adjustment and settlement of claims. Loss adjustment expenses include third-party costs as well as the Company’s internal expenses, including salaries and expenses of loss management personnel and certain administrative costs.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Cumulative Net Losses means, as of any date of determination, the aggregate cumulative principal amount of all Receivables that have become Liquidated Receivables since the Initial Cutoff Date, net of all Net Liquidation Proceeds and Recoveries with respect to such Receivables as of last day of the most recently ended Collection Period.

  • Losses shall have the meaning set forth in Section 5(a).

  • Indirect Losses means loss of profits, loss of production, loss of business, loss of business opportunity, or any claim for consequential loss or for indirect loss of any nature;

  • Relevant Losses means, in relation to:

  • Net Realized Losses For any Class of Certificates and any Distribution Date, the excess of (i) the amount of Realized Losses previously allocated to that Class over (ii) the amount of any increases to the Class Certificate Principal Balance of that Class pursuant to Section 5.08 due to Recoveries.

  • Incurred losses means the sum of:

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.