IP Representation definition

IP Representation has the meaning given in Section 11.1(a).
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IP Representation shall have the meaning set forth in Section 7.3(a).
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Examples of IP Representation in a sentence

  • For clarity, indemnifiable Losses under Section 11.2(a)(i) (other than with respect to a Fundamental Representation, Tax Representation or IP Representation) shall be satisfied solely out of the Escrow Amount and recovery against the Escrow Amount constitutes the sole and exclusive remedy of the Buyer Indemnitees for all such Losses.

  • Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Losses arising out of or resulting from a breach or inaccuracy of any Special IP Representation shall not be limited in amount.

  • The total amount of Damages which Conexant shall be obligated to pay to the Company Indemnitees or Carlyle Indemnitees pursuant to clause (i) of Section 8.2(a) (including for IP Representation Breaches) shall not exceed $20,000,000 in the aggregate (other than for breaches of the Newport Fab LLC Representations).

  • The representations contained in Sections 5.10, 5.20 and 5.26 shall survive until the date that is thirty (30) days after the date on which the applicable statutes of limitation expire for such matters, and the representations contained in Sections 5.1, 5.3, 5.6, 5.9(a), 5.14, and 5.31 shall survive until the earlier of (i) July 1, 2009 or (ii) the first date on which all Milestones have been achieved, and the representations contained in Sections 5.15 shall survive until the IP Representation Expiry Date.

  • Notwithstanding the fact that the Specified IP Representation Survival Period extends past the Escrow Termination Date, in no event shall any amounts withheld from the Company Equityholders under the Right of Setoff with respect to breaches of the Specified IP Representation, when combined with all amounts recovered by Parent from the Escrow Fund, exceed the Escrow Amount.

  • The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with (a) any failure of the IP Representation or the Regulatory Representation to be true and correct, or (b) any of the matters listed in clause (iii) of the first sentence of Section 9.2 only as far as they do not relate to Tax matters, shall commence at the Closing and terminate upon the day after the date that is twenty-four (24) months following the Closing Date.

  • For clarity, indemnifiable Losses under Section 11.2(a)(i) (other than with respect to a Fundamental Representation or IP Representation) shall be satisfied solely out of the Escrow Account and recovery against the Escrow Amount constitutes the sole and exclusive remedy of the Buyer Indemnitees for any and all such Losses.

  • All Claims made pursuant to Section 6.1(a)(i) will be taken into account in determining whether the IP Deductible has been satisfied, without regard to whether such Claim relates to any Specified IP Representation.

  • If Xxxxx notifies Seller within such three-month period following the Closing that Xxxxx has sustained proven Losses out of, resulting from, or relating to or arising out of the breach of the IP Representation, Seller shall indemnify Buyer for such proven Losses.

  • If a Parent Indemnified Party is entitled to be indemnified for Losses arising out of or relating to an IP Representation (or Section 8.2(j) as it relates thereto), such Parent Indemnified Party shall seek recovery from the Indemnity Escrow Fund first, and then proceed directly against the Effective Time Holders in accordance with their respective Pro Rata Percentages for the remainder of any such Losses, subject to the IP Cap.

Related to IP Representation

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Additional Representation has the meaning specified in Section 3.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Repeating Representations means each of the representations set out in Clause 19.1.1 (Status) to Clause 19.1.6 (Governing law and enforcement), Clause 19.1.10 (No default) to Clause 19.1.19 (Pari passu ranking) and Clause 19.1.25 (Sanctions).

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

  • Special Representations has the meaning set forth in Section 8.1.

  • Investment Representation Letter As defined in Section 5.02(b).

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.