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Parent IP Assets definition

Parent IP Assets has the meaning set forth in the IPMA.
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Parent IP Assets means, all IP Assets licensed, used, owned or purported to be owned by Parent or any Parent Subsidiaries in the operation of the business of Parent and Parent Subsidiaries or constituting or included within any product or services of Parent or the Parent Subsidiaries.
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Parent IP Assets means any Intellectual Property owned by a member of the Parent Group after the completion of the assignments provided for in the Intellectual Property Assignment Agreements.
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Examples of Parent IP Assets in a sentence

  • Any indemnification payments made pursuant to this Agreement shall constitute an adjustment of the Purchase Price paid for the Purchased Stock, the Purchased Assets and the Parent IP Assets for Tax purposes and shall be treated as such by Buyer and the Sellers on their Tax Returns to the extent permitted by Law.

  • Buyer, on one hand, and the Sellers, on the other hand, shall cooperate fully with the other in the conduct of any audit, litigation or other Legal Proceeding related to Taxes involving the Purchased Entities, any Subsidiary of a Purchased Entity, the Purchased Assets and the Parent IP Assets (other than Taxes related solely to Excluded Assets or Retained Liabilities).

  • Except as otherwise provided in Section 8.4(b), Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of any of the Purchased Entities or with respect to the Purchased Assets or the Parent IP Assets for all Straddle Periods.

  • Except as otherwise provided in Section 8.2, Section 8.3 and Section 8.4(b), Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for each of the Purchased Entities and with respect to the Purchased Assets and the Parent IP Assets for all Tax periods ending on or prior to the Closing Date which are filed after the Closing Date, which Tax Returns shall be prepared and filed in a manner consistent with past practice, except as otherwise required by Law.

  • No Seller, Purchased Entity or Subsidiary of a Purchased Entity has waived any statute of limitations with respect to Taxes of any Purchased Entity or any Subsidiary of a Purchased Entity or with respect to the Purchased Assets or the Parent IP Assets, and none of them has agreed to any extension of time with respect to a Tax assessment or deficiency related to any such Taxes.

  • Each of Buyer, on one hand, and the Sellers, on the other hand, shall retain all Books and Records with respect to Taxes pertaining to the Purchased Entities, the Purchased 45 Assets and the Parent IP Assets (other than Books and Records related solely to Excluded Assets or Retained Liabilities) for a period of at least six (6) years following the Closing Date.

  • Each of Buyer, on one hand, and the Sellers, on the other hand, shall retain all Books and Records with respect to Taxes pertaining to the Purchased Entities, the Purchased Assets and the Parent IP Assets (other than Books and Records related solely to Excluded Assets or Retained Liabilities) for a period of at least six (6) years following the Closing Date.

  • Except as otherwise provided in Section 8.2,Section 8.3 and Section 8.4(b), Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for each of the Purchased Entities and with respect to the Purchased Assets and the Parent IP Assets for all Tax periods ending on or prior to the Closing Date which are filed after the Closing Date, which Tax Returns shall be prepared and filed in a manner consistent with past practice, except as otherwise required by Law.

  • Each of Buyer, on one hand, and the Sellers, on the other hand, shall retain all Books and Records with respect to Taxes pertaining to the Purchased Entities, the PurchasedAssets and the Parent IP Assets (other than Books and Records related solely to Excluded Assets or Retained Liabilities) for a period of at least six (6) years following the Closing Date.

  • To the Knowledge of the Sellers, as of the date hereof, there are no pending or ongoing audits of any Tax Returns of any Purchased Entity or any Subsidiary of a Purchased Entity or with respect to the Purchased Assets or the Parent IP Assets by the relevant Tax authorities or other Governmental Entities.

Related to Parent IP Assets

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Parent IP means all Intellectual Property Rights that are owned or purported to be owned by Parent or its Subsidiaries.

  • Parent Intellectual Property means any Intellectual Property that is owned by, or exclusively licensed to, Parent or one of its subsidiaries.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Transferred Intellectual Property has the meaning set forth in Section 2.1(k).

  • distributed ledger technology or ‘DLT’ means a technology that enables the operation and use of distributed ledgers;

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Company Intellectual Property Assets means the Intellectual Property Assets used or owned by the Company or any of its subsidiaries.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Company IT Assets means all Software, systems, servers, computers, hardware, firmware, middleware, networks, data, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation owned by or licensed, pursuant to valid and enforceable license agreements, to the Company and its Subsidiaries.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Seller Intellectual Property means the Seller Owned Intellectual Property and the Seller Licensed Intellectual Property.

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Excluded Intellectual Property means any (i) Intellectual Property listed in Section 2.5(a) of the Seller Disclosure Letter under the caption “Excluded Intellectual Property,” and (ii) Intellectual Property owned, licensed to, or used by Seller or its Affiliates, other than, with respect to clause (ii), any and all Intellectual Property owned exclusively by the ACBR Entities.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Transferred IP means all Intellectual Property and Intellectual Property Rights owned (whether exclusively, jointly with another Person, or otherwise) by Seller that is used in, or necessary for, or arises out of the operation of the Websites and Transferred Business as currently conducted, including all Intellectual Property Rights in or pertaining to the Transferred Website Content.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Intellectual Property Assets includes:

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Acquired Intellectual Property has the meaning given in Section 2.1(b).

  • REMIC I Assets All of the Mortgage Pool Assets.

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

Most Referenced Clauses

Most Referenced Definitions