Retained Xxxx definition

Retained Xxxx means any Xxxx owned by or licensed to Sellers or any of their Subsidiaries that is not included in Transferred Intellectual Property.
Retained Xxxx means any Trademark of the Seller or any of its Affiliates (other than the Company) that uses or contains (i) “MGM”, “MGM Resorts”, “MGM Resorts International”; “Mirage” (in block letters, stylized form, along with the MGM lion logo, or otherwise), (ii) “Mirage” (in block letters, stylized form, along with the palm tree logo, or otherwise, the “Mirage Marks”), (iii) any Trademark set forth on Section 1.01(b) of the Disclosure Schedules (“Specified Marks”), or (iv) any other Trademark of the Seller or any of its Affiliates, in each case under the foregoing (i) – (iv) either alone or in combination with other words, phrases or logos, and all trademarks confusingly similar to or embodying any of the foregoing either alone or in combination with other words, phrases or logos.
Retained Xxxx has the meaning set forth in Section 5.7(b). “Scheduled Intellectual Property” has the meaning set forth in Section 3.15(a). “Seller” has the meaning set forth in the Preamble. “Seller Compensation and Benefit Plan” has the meaning set forth in Section 3.10(a). “Seller Disclosure Letter” has the meaning set forth in Article III. “Seller Indemnified Parties” has the meaning set forth in Section 6.3.

Examples of Retained Xxxx in a sentence

  • Any Retained Xxxx will be added to the Risk Reserve or dispersed in accordance with Schedule 1.

  • In no event shall the Buyer or any of its Affiliates use any such Retained Xxxx after the Closing in any way, including in any manner likely to cause confusion, or to cause mistake or to deceive as to the affiliation, connection, or association of the Buyer or any Affiliate of the Buyer, or as to the origin, sponsorship, or approval of such products or services.

  • Buyer acknowledges and agrees that neither it nor any of its Affiliates shall acquire any goodwill, rights or other benefits arising from the use of any Retained Xxxx and that all such goodwill, rights and benefits shall accrue exclusively to Seller and its Affiliates.

  • Upon the expiration of the foregoing license, all materials bearing any Retained Xxxx in the possession of Buyer Parent, any of its Subsidiaries or any of their respective agents shall be promptly destroyed.

  • In the next step stability analysis can be run and the results are presented through display of the minimum slip surface and factor of safety.

  • Notwithstanding the foregoing, unless Saflink otherwise consents in writing, all materials bearing any Retained Xxxx shall be destroyed by the Company no later than 90 days after the Closing Date.

  • After the Closing Date, Buyer and its Affiliates shall have the right to exhaust any inventory or works-in-process bearing the Retained Xxxx, and may continue to use shipping materials, packaging, sales literature, promotional literature, websites or other similar materials that display the Retained Xxxx for up to twelve (12) months after the Closing Date.

  • Within five (5) Business Days after the Closing Date, for each Company Group Member whose legal name includes a Retained Xxxx, Buyer shall file with the appropriate Governmental Entity in such Company Group Member’s jurisdiction of organization an amendment to such Company Group Member’s Organizational Documents to remove such Retained Xxxx from such Company Group Member’s legal name.

  • Following the Closing, none of Buyer, its Affiliates, or any of the Purchased Subsidiaries shall contest the validity or ownership of any of the Seller Retained Marks or adopt or employ any Seller Retained Xxxx (or any variation or derivative thereof) or any other xxxx that is confusingly similar thereto.

  • Upon the expiration of the foregoing license, all materials bearing any Retained Xxxx in the possession of Buyer, any of its Subsidiaries or any of their respective agents shall be promptly destroyed.


More Definitions of Retained Xxxx

Retained Xxxx shall have the meaning ascribed to such term in Section 2.2(h). "Secured Claim Assets" shall have the meaning ascribed to such term in Section 2.1(p).
Retained Xxxx has the meaning given in Clause 12.2;

Related to Retained Xxxx

  • Retained Duty means any role or duty under a Corporate Trust Contract with respect to any Appointment as account bank, depositary / depository, depository agent, eligible lender trustee, master servicer, backup advancing agent, trustee (or other similar role), buyer, financial institution or lender, in each case:

  • Retained full-time job means an eligible position that currently

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

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

  • Retained limit means the greater of:

  • Retained Rights has the meaning set forth in Section 2.2.

  • Retained Professional means an Entity: (a) employed in the Chapter 11 Cases pursuant to a Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to be compensated for services rendered prior to the Effective Date, pursuant to sections 327, 328, 329, 330, or 331 of the Bankruptcy Code; or (b) for which compensation and reimbursement has been allowed by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.

  • Retained Names and Marks has the meaning specified in Section 5.07.

  • CAFRA Centers, Cores or Nodes means those areas with boundaries incorporated by reference or revised by the Department in accordance with N.J.A.C. 7:7-13.16.

  • Retained Employees has the meaning set forth in Section 6.1.1.

  • Transfer Time means, in relation to any Subsequent Account Holder’s Entry, the time at which such Entry is credited to his Securities Account.

  • Retained Employee does not include any individual who has a direct or an indirect ownership interest of at least five percent (5%) in the profits, equity, capital, or value of the Taxpayer, or a child, grandchild, parent, or spouse, other than a spouse who is legally separated from the individual, of any individual who has direct or indirect ownership interest of at least five percent (5%) of the profits, equity, capital or value of the Company.

  • Retained Causes of Action means those Causes of Action that shall vest in the Reorganized Debtors on the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action that are settled, released or exculpated under the Plan.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

  • Retained Contracts shall have the meaning set forth in Section 1.2(i).

  • IntraLATA LEC Toll means IntraLATA Toll traffic carried solely by a Local Exchange Carrier and not by an IXC. "IntraLATA Toll Traffic" describes IntraLATA Traffic outside the Local Calling Area.

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Units serving lower income households means units that are occupied by lower income households at an affordable rent, as defined in section 50053 of the Health and Safety Code or, to the extent that the terms of federal, state, or local financing or financial assistance conflicts with section 50053, rents that do not exceed those prescribed by the terms of the financing or financial assistance. Effective October 13, 2017, pursuant to Revenue and Taxation Code section 214(g)(2)(A)(iii), a unit in a property that receives federal low income housing tax credits shall continue to be treated as occupied by a lower income household if the occupants were lower income households on the lien date in the fiscal year in which their occupancy of the unit commenced and the unit continues to be rent restricted, notwithstanding an increase in the income of the occupants of the unit to 140 percent of area median income (AMI), adjusted for family size (“over-income” tenants). Units reserved for lower income households at an affordable rent that are temporarily vacant due to tenant turnover or repairs shall be counted as occupied.

  • Subrecipient Parent DUNS Number means the subrecipient parent organization’s 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient’s System for Award Management (SAM) profile, if applicable.

  • Schedule of Retained Causes of Action means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time.

  • Tight-fitting facepiece means a respiratory inlet covering that forms a complete seal with the face.

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Retained Percentage means, with respect to any Excess Cash Flow Period, (a) 100% minus (b) the Applicable ECF Percentage with respect to such Excess Cash Flow Period.

  • Retained Claims means the Debtors’ interests in all existing and potential causes of action and litigation in which any of the Debtors is the plaintiff (or could be a plaintiff), or a defendant with a counterclaim or cross claims, including, without limitation, any claim, right or interest each or any of the Debtors may have as a direct or indirect result of COVID-19, against or with respect to any local, state, or federal government, agency, instrumentality, or other Governmental Unit as well as any insurer (or account of any Insurance Policy), including, without limitation, Relief Funds.

  • Outside Reference Date Not applicable.