Licensed IP Contract means any Contract to which the Company is or was a party or by which the Company is or was bound, pursuant to which the Company is granted a license, covenant not to xxx, or other rights with respect to Licensed IP.
Licensed IP Contract means any Contract to which the Company or any Subsidiary is or was a party or by which the Company or any Subsidiary is or was bound, pursuant to which the Company or any Subsidiary is granted a license, covenant not to sue, or other rights with respect to Licensed IP.
Licensed IP Contract means any Contract to which the Company is or was a party or by which the Company is bound, pursuant to which the Company is granted a license, covenant not to xxx, or other right with respect to Licensed IP. 49. “Licensed IP” shall mean (a) all Intellectual Property Rights and Intellectual Property incorporated into, or used in the development, delivery, hosting, provision or distribution of, the Company Products; and (b) all other Intellectual Property Rights and Intellectual Property used or held for use in the conduct of the business of the Company, in each case that are not owned by, or purported to be owned by, the Company. 50. “Lien” shall mean any mortgage, security interest, pledge, encumbrance, restriction on the right to sell or dispose (and in the case of securities, vote) or lien (whether arising by contract or by operation of law and whether voluntary or involuntary), excluding licenses and use restrictions contained in any Contract related to Intellectual Property or Technology. 51. “Losses” of a person shall mean, without duplication, the amount of any losses, Liabilities, deficiencies, damages, Taxes, claims, awards, judgments, fines, penalties costs or other expenses (including, without limitation, reasonable attorneys’, consultants’, and experts’ fees and expenses) directly or indirectly paid, sustained, suffered or incurred by the Indemnified Parties (or any of them), provided, however, that “Losses” shall not include punitive damages, except in the case of fraud, criminal activity, willful breach or misconduct or intentional misrepresentation, or to the extent actually awarded to a Governmental Entity or other third party. 52. “Made Available” shall mean that the Company has posted such materials to the virtual data room on Xxx.xxx or made available to Parent and its representatives during the negotiation of this Agreement, but only if so posted and made available on or prior to the date that is two (2) Business Days prior to the date of this Agreement. 53. “Member Group” shall mean the following groups of Member Parties (i) WHL Advisors, Inc., a Texas corporation and Xxxxxxx Xxxxx collectively shall constitute a “Member Group” and (ii) Qavah Ventures, LLC, a Texas limited liability company and Xxxxx Xxxxxxxx collectively shall constitute a “Member Group.” 54. “Membership Interests” shall mean the Class A Units and Class B Units.
Examples of Licensed IP Contract in a sentence
Subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, each Licensed IP Contract is valid, binding and in full force and effect with respect to Seller or the relevant Selling Affiliate and, to the knowledge of Seller, the other party thereto.
Neither Seller nor the relevant Selling Affiliate is in material default under any Licensed IP Contract and to the knowledge of Seller, as of the date of this Agreement, none of the other parties to any Licensed IP Contract is in material default thereunder.
There are no outstanding amounts due or disagreements with respect to any Licensed IP Contract.
Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any other Person, is in breach of any Licensed IP Contract.
This prevents, not the monetization of fiscal deficits, but the moral hazard-bearing “debt-service pass-through.”We discuss in Appendix A how the Mundell-Fleming con sistency rules, whether observed in compliance or in breach, impacted on the fates of previous international monetary arrangements.
More Definitions of Licensed IP Contract
Licensed IP Contract means any Contract pursuant to which a Person or any of its Subsidiaries is granted a license, a covenant not to sue, or other rights with respect to Licensed IP.
Licensed IP Contract means any Contract to which the Company is or was a party or by which the Company is or was bound, pursuant to which the Company is granted a license, covenant not to sue, or other rights with respect to Licensed IP.
Licensed IP Contract means any Company Contract pursuant to which the Company is granted a license, covenant not to sue, or other rights with respect to Licensed IP. “Lien” shall mean any lien, pledge, charge, claim, mortgage, assessment, claims, hypothecation, infringement, deed of trust, lease, option, right of first refusal, easement, right of way, security interest, preemptive right, covenant, exclusive license, servitude, transfer restriction or other encumbrance of any kind or character whatsoever. “Made Available” shall mean that the Company has posted such materials to the virtual data room held by Excel Partners and hosted by Xxx.xxx and made available to Parent and its representatives during the negotiation of this Agreement, but only if so posted and made available at least two (2) Business Days prior to the date of this Agreement. “Negative Adjustment” shall mean an amount equal to the excess, if any, of (a) the Estimated Net Working Capital over Net Working Capital plus (b) the Estimated Other Adjustment Items over the Final Other Adjustment Items. “Net Working Capital” shall mean (i) current assets (excluding accounts receivables in excess of ninety (90) days past due) minus (ii) current liabilities determined in accordance with GAAP (applying, for the avoidance of doubt, ASC 606), in each case before taking into account the consummation of the Transactions, and calculated using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financials; provided however, that the calculation of Net Working Capital shall exclude (a) any amounts relating to or included in Cash, Indebtedness or Transaction Expenses to the extent such amounts are reflected in the calculation of the Aggregate Merger Consideration (to avoid
Licensed IP Contract means any Contract to which the Company is a party or by which the Company is bound, pursuant to which the Company is granted a license, covenant not to sxx, or other rights with respect to Licensed IP other than (a) non-exclusive inbound licenses, including “shrink-wrap” or “click-wrap” licenses, terms of service, terms of use and similar agreements for commercially available off-the-shelf software, services or software-as-a-service platforms, (b) any software licensed under open source or similar licenses, and (c) non-disclosure agreements that have been entered into in the ordinary course of business).
Licensed IP Contract has the meaning set forth in Section 2.6.
Licensed IP Contract means any Contract to which the Company or Pardot Europe is a party or by which the Company or Pardot Europe is bound, pursuant to which the Company or Pardot Europe is granted a license, covenant not to xxx, or other rights with respect to Licensed IP.
Licensed IP Contract means any Company Contract pursuant to which the Company or any of its Subsidiaries is granted a license, covenant not to sue, or other rights with respect to Licensed IP.