Material IP Contracts definition

Material IP Contracts shall have the meaning set forth in Section 3.11(b).
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Material IP Contracts has the meaning set forth in Section 4.12(h).
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Material IP Contracts means (a) all Contracts to which the Company or a Subsidiary is a party with royalty or other payments in excess of One Million Dollars ($1,000,000) per year during the immediately preceding fiscal year or with respect to which payments in any of the next three (3) succeeding fiscal years could, based on current projections, reasonably be expected to exceed One Million Dollars ($1,000,000) per year, (b) all exclusive license agreements to which the Company or a Subsidiary is a party, (c) all license agreements relating to Intellectual Property to which the Company or a Subsidiary is a party which expire on or after the date which is three (3) years after the date of this Agreement, (d) all licensing, distribution or sub-distribution agreements with respect to any theatrical motion picture, direct-to-video production or episodic made-for-television animation owned or controlled by the Company or any of its Subsidiaries, (e) all licensing, distribution or sub-distribution agreement to which the Company or a Subsidiary is a party with respect to theme parks, hotels and entertainment complexes and (f) all interactive (including video game, mobile, wireless) licensing, distribution or sub-distribution agreements to which the Company or a Subsidiary is a party.
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Examples of Material IP Contracts in a sentence

  • The Company and each of its Subsidiaries has a valid license to use, in connection with the conduct of their respective business, all Company Intellectual Property that is material to the conduct of their respective businesses and is not owned by the Company or any of its Subsidiaries, in each case subject only to the terms of the Material IP Contracts.

  • Why didn't you just say to Mr. Norsworthy on July 9, "Hold on, Lamar.

  • Sellers have disclosed to Buyer unredacted copies of all agreements referenced in this clause (ii) ("Material IP Contracts").

  • The comparative figures for the 2004 financial statements were adjusted to reflect the changes in policies except those relating to financial instruments.

  • Following the Closing, except for any payment obligations expressly identified in Section 4.15(g) of the Company Disclosure Schedule and as otherwise restricted pursuant to the terms of the Material IP Contracts identified in Section 4.15(g) of the Company Disclosure Schedule, all Company Controlled IP will be fully transferable, alienable or licensable by the Surviving Corporation without restriction and without payment of any kind to any third-party.


More Definitions of Material IP Contracts

Material IP Contracts means the Contracts listed or required to be listed in Section 4.15(a)(ii), (iii), or (iv) of the Company Disclosure Schedule.
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Material IP Contracts means all Contacts to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries, or any of their properties or assets, may be bound, a material purpose of which is the development, maintenance, use, licensing, transfer, or disclosure of Intellectual Property, in each case other than (i) contracts for commercially available software, (ii) non-exclusive licenses of Intellectual Property granted in connection with the provision of products or services that are entered into in the Ordinary Course between the Company or any of its Subsidiaries and any third party (including customers, contractors, consultants, vendors and suppliers), (iii) non-disclosure, confidentiality and other similar contracts entered into in the Ordinary Course, and (v) personnel invention assignment agreements.
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Material IP Contracts. Section 3.17(b)
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Material IP Contracts has the meaning set out in Section 6.8.1(e);;
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Material IP Contracts means all material Contracts to which Seller or any Transferred Subsidiary is a party, bound or is a beneficiary, that give rise to a material right, obligation or entitlement of Seller or a Transferred Subsidiary with respect to the Seller Intellectual Property Rights other than songwriter agreements (including, without limitation, Songwriter Agreements). Schedule 4.20(m)(i) sets forth a list of all such Material IP Contracts that Seller is able to identify, through the exercise of all reasonable care, as of the date of this Agreement. All Contracts relating to Intellectual Property Rights to which Seller or any Transferred Subsidiary is a party or bound, containing material exclusivity provisions, covenants not to compete, material restrictions or material obligations in respect of the operation or conduct of the Business are specifically identified as such on Schedules 4.20(e)(v), 4.20(f)(i), 4.20(g)(i), 4.20(h)(i) and 4.20(m)(i). There are no breaches by Seller or the applicable Transferred Subsidiary, or to Seller’s knowledge, by the other parties thereto, of the Contracts set forth on Schedules 4.20(e)(v), 4.20(f)(i), 4.20(g)(i), 4.20(h)(i) and 4.20(m)(i).
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Related to Material IP Contracts

  • Material IP means any Intellectual Property that is material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Material Contracts has the meaning set forth in Section 3.09(a).

  • Material Intellectual Property means any intellectual property owned by any Loan Party that is, in the good faith determination of the Borrower, material to the operation of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Material Agreements shall have the meaning assigned to such term in Section 4.16 hereof.

  • Material Contract means any contract or other arrangement (other than Loan Documents), whether written or oral, to which any Credit Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

  • Company Material Contracts has the meaning set forth in Section 3.18(a).

  • Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;

  • Material Project Documents means, collectively, the Power Purchase Agreement, the EPC Contract, the Transmission Facilities Construction Agreement, the O&M Agreement, the Coal Supply Agreements, the Coal Transportation Agreement and all other instruments, agreements or other documents arising from or related to the Project, but shall not include any Financing Agreement.

  • Material Documents has the meaning set forth in Section 5.23.

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

  • Parent Material Contract shall have the meaning set forth in Section 4.16(a).

  • Material Leases has the meaning set forth in Section 4.21.

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • Company Contracts has the meaning set forth in Section 3.13(a).

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • Group contract means a contract for health care services which by its terms limits eligibility to members of a specified group. The group contract may include coverage for dependents.

  • Company Material Contract has the meaning set forth in Section 3.15(a).

  • Material Indebtedness Agreement means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

  • Company IP Licenses (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively, “Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 4.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • IP Licenses means all the contracts, licenses and agreements to which the Company is a party with respect to any Intellectual Property or Intellectual Property Rights licensed to or by, or created for or by, the Company.

  • Customer Contracts has the meaning set forth in Section 2.1(b)(ii)(A).

  • Acquired Contracts has the meaning given in Section 2.1(a).

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