SpinCo IP Assets definition

SpinCo IP Assets has the meaning set forth in the IPMA.
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SpinCo IP Assets means any Intellectual Property owned by a member of the SpinCo Group after the completion of the assignments provided for in the Intellectual Property Assignment Agreements.
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SpinCo IP Assets means all (a) SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and SpinCo IP Contracts, and (b) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the items of the aforementioned clause (a) or the SpinCo IP Liabilities, provided, however, that SpinCo IP Assets shall not include copies of the Embedded SpinCo Information retained by Parent and members of the Parent Group.
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Examples of SpinCo IP Assets in a sentence

  • Notwithstanding the foregoing, any such SpinCo IP Assets or SpinCo IP Liabilities shall continue to constitute SpinCo IP Assets and SpinCo IP Liabilities for all other purposes of this Agreement.

Related to SpinCo IP Assets

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

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

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

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

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

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • 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;

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

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

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • 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.

  • SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing:

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

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

  • Excluded Intellectual Property shall have the meaning set forth in Section 1.2(i).

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

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Gross Assets means the total of fixed assets and current assets;

  • Included Assets has the meaning in Section 5.1(d)(ii)(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.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

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