Shared Contracts has the meaning specified in Section 4.12(b).
Shared Contract shall have the meaning set forth in Section 2.8(a).
Transferred Entities means the entities set forth on Schedule 1.5.
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
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:
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.
Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.
Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
Target Companies means the Company and its Subsidiaries.
Seller Intellectual Property means (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.
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”).
After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).
distributed ledger technology or ‘DLT’ means a technology that enables the operation and use of distributed ledgers;
Joint service arrangements means agreements between or
Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.
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.
Third Party Licenses has the meaning set forth in Section 3.
Acquired Entities means the Company and each of its Subsidiaries, collectively.
Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.
Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.
Commercial Shared-Loss Agreement means the Commercial Shared-Loss Agreement attached to the Purchase and Assumption Agreement as Exhibit 4.15B.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Acquired Companies means, collectively, the Company and the Company Subsidiaries.
Group Business Entity means;
Parent Plans has the meaning set forth in Section 6.4(c).