Spinco Owned Intellectual Property definition

Spinco Owned Intellectual Property means all Intellectual Property owned by Spinco or the Spinco Subsidiaries (after giving effect to the Contribution), including Spinco Registered Intellectual Property.
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Spinco Owned Intellectual Property means all Intellectual Property owned or purported to be owned by SpinCo.
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Spinco Owned Intellectual Property means all Intellectual Property owned or purported to be owned by any of the SpinCo Entities as of the Distribution, including the SpinCo Intellectual Property (as defined in the Separation and Distribution Agreement).
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Examples of Spinco Owned Intellectual Property in a sentence

  • Except as would not, individually or in the aggregate, reasonably be expected to be material to the Spinco Business or the Spinco Group, taken as a whole, the Spinco Owned Intellectual Property is solely owned by a member of the Remainco Group free and clear of all Encumbrances, except for Permitted Encumbrances.

  • The bond shall be a corporate surety bond issued by a company authorized to do business in this state.

  • The members of the Remainco Group (to the extent related to the Spinco Business) have taken commercially reasonable actions to maintain the confidentiality of all trade secrets and other material confidential information included in the Spinco Owned Intellectual Property.

  • To the Knowledge of Remainco, since the Lookback Date, no Person has been or is engaging in any activity that infringes, misappropriates, dilutes or violates any of the Spinco Owned Intellectual Property.


More Definitions of Spinco Owned Intellectual Property

Spinco Owned Intellectual Property means the Intellectual Property owned by an Asset Transferor and conveyed and transferred to a member of the Spinco Group as a Spinco Asset pursuant to the Separation by virtue of such Intellectual Property being (a) primarily used in the Spinco Business or (b) identified on Schedule 1.1(m). “Spinco Post-Closing Claims” shall have the meaning set forth in Section 4.10(c). “Spinco Properties” shall have the meaning set forth in the Real Estate Matters Agreement. “Spinco Reference Balance Sheet” shall have the meaning set forth in the Merger Agreement. “Spinco Reference Balance Sheet Date” means September 30, 2023. “Spinco Reference Closing Statement” means the sample calculation of the Spinco Adjustment Amount, and each component thereof, including the Spinco Closing Net Working Capital, the Spinco Closing Cash Amount and the Spinco Closing Indebtedness Amount, in each case, as of the close of business on the Spinco Reference Balance Sheet Date, which is attached as Schedule 1.1(l) for illustrative purposes only. “Spinco Registration Statement” shall have the meaning set forth in the Merger Agreement. “Spinco Released Liabilities” shall have the meaning set forth in Section 3.1(a)(ii). “Spinco Released Parties” shall have the meaning set forth in Section 3.1(a)(i). “Spinco Restricted Cash” means cash and cash equivalents of the members of the Spinco Group that constitute “restricted cash” under GAAP or that otherwise cannot be freely used without violation of Law or breach of Contract, including: (a) any cash held by any member of the Spinco Group to secure or otherwise provide payment for any outstanding letters of credit obligations of any member of the Spinco Group; (b) security deposits of the members of the Spinco Group in respect of obligations of members of the Spinco Group; (c) jackpot restricted cash and (d) cash set aside to fund deferred purchase price and a contingent earnout related to that certain Share Purchase Agreement dated as of April 8, 2022, by and among Remainco, GStar Tech Limited, Darom Holdings Tech Limited, Xxxxxxx Xxxx Xxxxxxx, Xxx Xxxxx Xxxxx and Xxxxxxx Xxxxx Xxxxxxx.
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Spinco Owned Intellectual Property shall have the meaning set forth in the Separation Agreement. “Spinco Owned Real Property” means the Owned Real Property identified on Section 2.9(a) of the Remainco Disclosure Letter (excluding the Remainco Retained Properties (as defined in the Real Estate Matters Agreement)). “Spinco Owned Software” shall have the meaning set forth in the Separation Agreement. “Spinco Real Property” means, collectively, the Spinco Leased Real Property and the Spinco Owned Real Property. “Spinco Reference Balance Sheet Date” means September 30, 2023. “Spinco Units” means units of Spinco. “Statutory Lookback Date” means January 1, 2019.
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Spinco Owned Intellectual Property means the Intellectual Property owned by an Asset Transferor and conveyed and transferred to a member of the Spinco Group as a Spinco Asset pursuant to the Separation by virtue of such Intellectual Property being (a) primarily used in the Spinco Business or (b) identified on Schedule 1.1(m). “Spinco Owned Software” shall have the meaning set forth in the definition of “Spinco Assets”. “Spinco Owned Technology” shall have the meaning set forth in the definition of “Spinco Assets”. “Spinco Permits” shall have the meaning set forth in the definition of “Spinco Assets”. “Spinco Post-Closing Claims” shall have the meaning set forth in Section 4.10(c). “Spinco Properties” shall have the meaning set forth in the Real Estate Matters Agreement. “Spinco Reference Balance Sheet” shall have the meaning set forth in the Merger Agreement.
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Spinco Owned Intellectual Property shall have the meaning set forth in the Separation Agreement.
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Spinco Owned Intellectual Property shall have the meaning set forth in the Separation Agreement. “Spinco Owned Real Property” means the Owned Real Property identified on Section 2.9(a) of the Remainco Disclosure Letter (excluding the Remainco Retained Properties (as defined in the Real Estate Matters Agreement)). “Spinco Owned Software” shall have the meaning set forth in the Separation Agreement. “Spinco Real Property” means, collectively, the Spinco Leased Real Property and the Spinco Owned Real Property. “Spinco Reference Balance Sheet Date” means March 31, 2024. “Spinco Units” means units of Spinco. “Statutory Lookback Date” means January 1, 2019. “Subsidiary” of any Person means any Entity at the time of determination (a) the issued and outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or a majority of another body performing similar functions) of such corporation or other Person (irrespective of whether at the time Equity Interests of any other class or classes of such corporation or other Person shall or might have voting power upon the occurrence of any
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Related to Spinco Owned Intellectual Property

  • Company Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or a Subsidiary, in whole or in part.

  • Owned Intellectual Property means any and all Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries.

  • Owned Intellectual Property Rights means any and all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

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

  • Transferred Intellectual Property means the Intellectual Property owned by the Seller or any of its Subsidiaries, in each case, that is primarily used or held for use in the Business, including the Registered Intellectual Property identified on Section 3.8(a) of the Seller Disclosure Schedule.

  • Licensed Intellectual Property means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

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

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

  • Foreground Intellectual Property means all Intellectual Property developed by either Party pursuant to this Agreement;

  • Joint Intellectual Property means individually and collectively all Intellectual Property which is conceived and/or made jointly by one or more employees of University and by one or more employees of Sponsor in performance of a Sponsored Project.

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

  • Licensed Intellectual Property Rights means all Intellectual Property Rights owned by a third party and licensed or sublicensed to either the Company or any of its Subsidiaries.

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

  • Owned Company Intellectual Property means that portion of the Company Intellectual Property and Company Intellectual Property Rights that is owned by the Company Entities.

  • Intellectual Property Assets includes:

  • Background Intellectual Property means all Intellectual Property introduced and required by either Party to give effect to their obligations under this Agreement owned in whole or in part by or licensed to either Party or their affiliates prior to the Commencement Date or developed after the Commencement Date otherwise pursuant to this Agreement;

  • Intellectual Property the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

  • New Intellectual Property means any Intellectual Property that arises out of, or is created in the course of, the performance of the Contract.

  • Third Party Intellectual Property means any intellectual property owned by parties other than Grantee or Agency.

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.