Transferred IP Agreements definition

Transferred IP Agreements means (a) written licenses (including grants of use, covenants not to assert or similar agreements) of Owned Intellectual Property by Discovery or its Subsidiaries to third parties, (b) licenses (including grants of use, covenants not to assert or similar agreements) of Licensed Intellectual Property by Third Persons to Discovery and its Subsidiaries and (c) agreements between Discovery and third parties relating to the development or use of Owned Intellectual Property.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Transferred IP Agreements means (a) licenses of Owned Intellectual Property by the Seller to third parties, (b) licenses of Intellectual Property by third parties to the Seller and used in the Business (c) agreements between the Seller and third parties relating to the development or use of Intellectual Property, the development or transmission of data, or the use, modification, framing, linking advertisement, or other practices with respect to Internet web sites, in each case, that are used in the Business and (d) consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability of Owned Intellectual Property, as set forth in Section 3.15(a) of the Disclosure Schedule.

Transferred IP Agreements means all IP Agreements that are primarily related to the Business.

Examples of Transferred IP Agreements in a sentence

• Section 3.08(a)(ii) of the Disclosure Schedule sets forth a list of the Transferred IP Agreements.

• Discovery or one or more of its Subsidiaries has good and marketable title to, or, in the case of leased FoundryCo Assets, valid and subsisting leasehold interests in, all the FoundryCo Assets (other than Intellectual Property and Transferred IP Agreements which are covered in Section 4.14), free and clear of all Encumbrances, except Permitted Encumbrances.

• None of the Seller or its Affiliates is in material default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any of the Transferred IP Agreements, and, to the knowledge of the Seller, no other party is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any of the Transferred IP Agreements.

• Some providers of broadband service may provide modems that prevent the transmission of communications using the Service and thus, we do not warrant that the service as provided by us will be compatible with all broadband services and be error-free and expressly disclaim any express or implied warranties regarding the compatibility of the Service with any particular broadband service.

• Notwithstanding anything to the contrary herein, at the Principal Closing, Buyer shall assume the Assumed Liabilities in respect of the Transferred IP and the Transferred IP Agreements and shall agree to satisfy and discharge when due the liabilities and obligations of Seller (and its Affiliates) pursuant to such Assumed Liabilities, and after the Principal Closing, Buyer shall pay such Assumed Liabilities as and when such liabilities become due.

More Definitions of Transferred IP Agreements

Transferred IP Agreements means the licenses of Intellectual Property identified on Schedule 1.01(w).

Transferred IP Agreements means (a) licenses of Owned Intellectual Property from Fremont or any of its Affiliates to third parties where the Owned Intellectual Property which is the subject to such licenses is used solely in connection with the Business, (b) Intellectual Property Contracts to which Fremont or any of its Affiliates are parties or are otherwise subject, and where the Intellectual Property which is the subject to such Intellectual Property Contracts is used solely in connection with the Business; (c) consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability of Owned Intellectual Property where such Owned Intellectual Property is used solely in connection with the Business; and (d) the agreement with Oracle Corporation providing for the provision of 130 seat licenses to the Seller.

Transferred IP Agreements means (a) licenses of Owned Intellectual Property by IBEX Corp. to third-parties, (b) licenses of Intellectual Property used by or in connection with the Business by third-parties to IBEX Corp. (c) agreements between IBEX Corp. and third-parties relating to the development or use of Intellectual Property, the development or transmission of data, or the use, modification, framing, linking advertisement, or other practices with respect to Internet web sites, in each case, that are used in connection with the Business and (d) consents, settlements, decrees, orders, injunctions, judgments or rulings governing the use, validity or enforceability of Owned Intellectual Property.

Transferred IP Agreements means all (i) licenses of Intellectual Property to the Sellers, and (ii) licenses of Intellectual Property by the Sellers to third parties, in each case, that are solely related to the Business or that are material to the operation of the Business as currently conducted.

Transferred IP Agreements means the licenses set forth on Schedule 1.01(i). “Transferred Subsidiaries” means the Subsidiaries of Seller set forth on Schedule 1.01(j). “Working Capital Amounts” means (a) the Accounts Payable Amount, (b) the Inventory Amount, and (c) the Trade Receivables. 9

Transferred IP Agreements has the meaning set forth in Section 1.1(k).

Transferred IP Agreements means all of the Business IP Agreements listed on Schedule 1.01(e).