IP Representations definition

IP Representations. Is defined in Section 8.1.

IP Representations has the meaning given to it in Section 9.1.

IP Representations means those representations and warranties provided in Section 2.10.

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 the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 8.2(a)(i) shall be limited to 40% of the Merger Consideration which has been paid or is payable to such Company Escrow Party, including such Company Escrow Party’s Pro Rata Share of the Escrow Amount.

• 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 Fundamental Representations shall survive indefinitely and the IP Representations shall survive for a period of eighteen (18) months following the Closing Date.

• 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.

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 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 has the meaning set forth in Section 7.1(a).

IP Representations shall have the meaning set forth in Section 6.1.

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: (a) the representations and warranties set forth in Section 2.13 (Intellectual Property); and (b) the representations and warranties set forth in the Company Officer’s Certificate, to the extent such representations and warranties relate to any of the matters addressed in any of the representations and warranties specified in clause (a) of this sentence.