IP Representations definition

IP Representations. Is defined in Section 8.1.

IP Representations means the representations and warranties set forth in Section 2.12.

IP Representations has the meaning set forth in Section 9.1(a).

Examples of IP Representations in a sentence

• The representations and warranties set forth in the Fundamental Representations and IP Representations shall be true and correct in all respects both when made and as of the Closing Date.

• For Losses arising in connection with any Indemnification Claim based on a breach of any of the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 8.2(a)(i) shall be limited to 20% of the sum of the portion of Merger Consideration which has been paid to such Company Escrow Party plus the portion of the Merger Consideration that is payable to such Company Escrow Party, including such Company Escrow Party’s Pro Rata Share of the Escrow Amount.

• The amount of Losses that may be recovered by a Buyer Indemnitee pursuant to Section 9.2(b)(i) in respect of the IP Representations shall not exceed an amount equal to the aggregate value of the Common Units and the Special Convertible Preferred Units paid to Seller in accordance with Section 2.7(a), and may be satisfied in full by the cancelation of such Common Units or Special Convertible Preferred Units.

• Except for the Fundamental Representations and the IP Representations, all of the representations and warranties of the parties set forth in Article III and Article IV shall terminate and expire, and shall cease to be of any force or effect on the Closing Date, and all liability and indemnification obligations with respect to such representations and warranties shall thereupon be extinguished.

• The representations and warranties of the Parties contained in this Option Agreement shall survive the Closing until the date which is [*]; provided, however, that (i) the Specified IP Representations shall survive the Closing until the date that is [*] and (ii) the Fundamental Representations shall survive the Closing until the date which is [*].

More Definitions of IP Representations

IP Representations means each of the representations and warranties of the Company set forth in Section 2.13 (Intellectual Property).

IP Representations means the representations and warranties in Section 3.8 (Intellectual Property).

IP Representations has the meaning set forth in Section 9.2(b).

IP Representations has the meaning set forth in Section 5.1.

IP Representations means the representations and warranties made by the Company in Section 2.10 (Intellectual Property) and Section 2.11 (Data Privacy and Security) of this Agreement, including in any certificate delivered to Acquirer pursuant to this Agreement that are within the scope of those covered by the foregoing Sections.

IP Representations means the representations and warranties set forth in Section 4.12 (Intellectual Property), other than Section 4.12(g) (IIA), Section 4.12(t) (Government Funding) and Section 4.12(u) (Encryption and other Restricted Technology).

IP Representations means the representations and warranties set forth in Section 2.11 (Intellectual Property).