Examples of IP Matters Agreement in a sentence
The Parties intend the Issuance, together with the Parent Contribution, the transfer of the Transferred Entities as part of the Restructuring and the grant of certain rights by Parent to the Company under the IP Matters Agreement, to be treated as a taxfree contribution pursuant to Section 351 of the Code.
Except as otherwise set forth in the IP Matters Agreement, after the Closing, Buyer and its Affiliates shall not, and shall not permit any Transferred Entity or the Xxx Xxxxxx Business to, use any of Seller’s or its Affiliates’ marks or names, including the marks and names set forth on Section 6.03 of the Seller Disclosure Schedule.
Except as expressly provided for under the terms of the Separation Agreement, the IP Matters Agreement, or any other Ancillary Agreement, Recipient acknowledges that it shall acquire no right, title or interest (except for the express license rights set forth in Section 2.10(b) and Section 2.10(c)) in any Intellectual Property Rights, Information Technology, Software or other Technology which are owned or licensed by Provider by reason of the provision of the Services hereunder.
Agreed Form Spin-Off Agreements means the Distribution Agreement, Transition Services Agreement, IP Matters Agreement and Employee Matters Agreement, in each case, in the form attached hereto.
Except as otherwise set forth in the IP Matters Agreement, after the Closing, Seller and its Affiliates (other than the Transferred Entities) shall not use (i) any of the Trademarks or Internet domain names owned by one or more of the Transferred Entities or included in the Purchased Assets, including those set forth on Section 3.16(b) or (ii) the “Xxx Xxxxxx” name or any derivatives thereof.