IP Transfer definition

IP Transfer means the transfer via direct download IP transmission of an Included Program from a Subscriber’s Target Device to such Subscriber’s Portable Device or PC. For the avoidance of doubt, delivery of Included Programs by means of the Directv-On- Demand Platform or any other direct transmission from the Licensed Service to a Portable Device or PC is not an IP Transfer.

IP Transfer has the meaning assigned in section 2.1.

IP Transfer means, collectively, any transfers of intellectual property from the United States (or a United States entity) to Barbados (or a Barbados entity) to facilitate, or otherwise in connection with, the Separation.

Examples of IP Transfer in a sentence

• The IP Transfer Documentation placed by Oramed and the Company in escrow with the IP Agent in accordance with Section 7.5 is confirmed by the IP Agent to be compliant with the Applicable Law and sufficient for filing with the relevant Governmental Authorities to register the title transfer of all Business Registered IP in all jurisdictions.

• Circle shall provide Coinbase with any information and assistance reasonably requested by Coinbase regarding Circle’s computation of any Taxes related to the IP Transfer, including without limitation, the tax basis, support for the fair market value of the assets transferred, and the tax rate applied with respect to such transfer.

• In the event of the IP Transfer, the Issuer Party shall, and shall cause its Affiliates to, execute all documents and cooperate with the Reseller Party in all filings that are required to effectuate, document, and perfect the transfer of such Licensed Marks to the Reseller Party or its applicable Affiliate as contemplated in this Section.

• At least 30 days prior to the anticipated date of the Asset Transfer Closing, Oramed and the Company shall place in escrow with the IP Agent all IP Transfer Documentation that is duly executed and/or issued by the relevant Oramed entity and the Company for the IP Agent’s verification on the sufficiency for filing to register the title transfer, and timely attend to the correction or supplementation of any IP Transfer Documentation based on the IP Agent’s comments, if any.

• With effect from the Effective Time, each Party irrevocably and unconditionally releases each other Party from all Claims in respect of the Released Matters, other than any Claims arising in respect of the performance of the Transitional Services Deed or IP Transfer Agreement or in relation to a breach of this Deed.

More Definitions of IP Transfer

IP Transfer means the intra-group transfer of certain Intellectual Property owned by the Pushpay Group, which is to be implemented in accordance with the IP Transfer Steps Paper and clause 6.6.

IP Transfer means the direct or indirect sale, transfer or disposition of Company Owned Intellectual Property (or other Earnout Intellectual Property) (the “Transferred Company IP”) (including through the transfer of the equity interests of one or more Persons owning such Company Owned Intellectual Property or other Earnout Intellectual Property) by an IPCo Entity to a Person that is not an Affiliate of ABG Purchaser, in each case, during the Earnout Period; provided, that a Permitted JV Transfer shall not constitute an IP Transfer.

IP Transfer shall have the meaning set forth in the Recitals of this Agreement.

IP Transfer has the meaning set forth in Section 3.3(d).

IP Transfer in last sentence of clause 5.2 shall be amended to add the words in bold and underlined font:

IP Transfer. Agreement shall mean that certain IP Transfer Agreement attached as Exhibit A to the Seventh Amendment, as amended, amended and restated, supplemented or otherwise modified from time to time upon the consent of Administrative Agent. IRS shall mean the United States Internal Revenue Service. Issuing Lender shall mean PNC, KeyBank National Association and/or HSBC Bank USA, N.A., in their capacities as issuers of Letters of Credit hereunder, and any other Lender that Borrower, Administrative Agent and such other Lender may agree may from time to time issue Letters of Credit hereunder. Joint Venture shall mean a corporation, partnership, limited liability company or other entity in which any Person other than the Loan Parties and their Subsidiaries holds, directly or indirectly, an equity interest. Law shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, judgment, authorization or approval of, lien or award by or settlement agreement with any Official Body. Lender Provided Hedge of any Person shall mean any of the following, in each case provided by any Lender or its Affiliate: (i) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell back transaction, securities lending transaction or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master ag...

IP Transfer is defined in Section 6.13.”