Transferred Third Party Agreements definition

Transferred Third Party Agreements means the respective Transferred Equifax Third Party Agreements and/or the Certegy Transferred Third Party Agreements.
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Transferred Third Party Agreements shall have the meaning set forth in Clause 2.1(b)(iii). “Transfer Taxes” means sales, excise, use, transfer, gross receipts, documentary, filing, recordation, stamp, value-added, stamp duty reserve, and all other similar taxes, imposed on the transfer of assets contemplated by this Agreement (but excluding Irish VAT, which is addressed in Clause 9.2). “Transition Period ” means [***] no longer than for a maximum of [***] years from the Closing Date. “Transition Services” shall have the meaning set forth in Clause 6.1. 10 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions “US Health Care Fees” means the fees described in Section 9008 of the Patient Protection and Affordable Care Act, Pub. L.
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Transferred Third Party Agreements means those Third Party Agreements that are primarily related to Binimetinib. “Transferred Trademarks” means those trademarks and trademark applications, and any resulting trademark registrations, related to the marks set forth on Schedule 1.1(d), including all goodwill arising therefrom. “Transition Agreement” means the transition services agreement to be executed and delivered by Array and Novartis on the Effective Date, substantially in the form mutually agreed upon by the Parties. “Transition Committee” or “TC” has the meaning set forth in Section 3.10(a). “Upfront Payment” has the meaning set forth in Section 5.4(a). Section 1.2
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Examples of Transferred Third Party Agreements in a sentence

  • Each of the Transferred Third Party Agreements constitutes a legal, valid and binding obligation of Novartis in accordance with its terms and, to the Knowledge of Novartis, constitutes a legal, valid and binding obligation of the other parties thereto in accordance with its terms, and is enforceable against Novartis and the other parties thereto, in accordance with its terms.

  • Confidential treatment has been requested with respect to the omitted portions Seller Indemnitees 15.2 Specified Representations 14.2(a) Trademarks and Registered Designs 1.1 Transferred Assets 2.1(c) Transferred Third Party Agreements 2.1(b)(iii) Transferred Intellectual Property 1.1 Transition Services 6.1 Third-Party Claim 15.3(a)(ii) Warranty Claim 12.2 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.


More Definitions of Transferred Third Party Agreements

Transferred Third Party Agreements means those Third Party Agreements that are primarily related to Binimetinib.
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Transferred Third Party Agreements means those Third Party Agreements that are primarily related to Encorafenib.
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Transferred Third Party Agreements shall have the meaning set forth in Clause 2.1(b)(iii).
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Related to Transferred Third Party Agreements

  • Third Party Agreements means any Contract between or among a Party (or any member of its Group) and any other Persons (other than the Parties or any member of their respective Groups) (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Versum Assets or Versum Liabilities, or Air Products Retained Assets or Air Products Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II).

  • Third Party Agreement means an agreement with an Underwriting Third Party and/or a Claims Third Party.

  • Third Party Licenses has the meaning set forth in Section 2.4.

  • Related Party Agreements shall have the meaning set forth in Section 3.19 herein.

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

  • License Agreements shall have the meaning set forth in Section 8.11 hereof.

  • Intellectual Property 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 any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

  • Valid Third Party Entity In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation,” (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • Related Party Agreement means any agreement, arrangement, or understanding between the Company and any Stockholder or any Affiliate of a Stockholder or any Director, officer, or employee of the Company, as such agreement may be amended, modified, supplemented, or restated in accordance with the terms of this Agreement.

  • Tri-Party Agreement shall have the meaning set forth in Section 6.4 hereof.

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • Intellectual Property Agreement means the Intellectual Property Agreement substantially in the form attached hereto as Exhibit C.

  • Third Party License means licenses from third parties governing third party software embedded or used in the Trading Platform.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • Property Agreements means all agreements, grants of easements and/or rights-of-way, reciprocal easement agreements, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, parking agreements, party wall agreements or other instruments affecting the Property, including, without limitation any agreements with Pad Owners, but not including any brokerage agreements, management agreements, service contracts, Space Leases or the Loan Documents.

  • Company License Agreements means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

  • 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.

  • IP Agreements means all material Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any material Intellectual Property to which a Pledgor, now or hereafter, is a party or a beneficiary.

  • Third Party Licensor means the relevant licensor of any Third Party Data or any Third Party Trade Xxxx;

  • Third Party Contract means a contract between Metrolinx and any other Person which is in any way related to, impacts or is impacted by the Services and/or the Consultant’s acts or omissions, whether expressly identified to the Consultant or not.

  • Transferred Intellectual Property means (i) all Intellectual Property Rights owned by the Acquired Companies, (ii) the Transferred Trademarks, (iii) the Transferred Patents, (iv) the Transferred Domains, and (v) all other Intellectual Property Rights owned by Sellers or their respective Affiliates as of the Closing Date that are exclusively used in or are exclusively related to the development, manufacture, marketing, use or sale of the Business Products.

  • Permits and Licenses means any approval, consent, license, permit, waiver, exception, variance or other authorization issued, granted, given, or otherwise made available by or under the authority of a government or governmental agency or under any applicable law, regulation, rule or order.

  • Intellectual Property License Agreement shall have the meaning set forth in Section 6.11.

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.