Contributed Clause Samples
The "Contributed" clause defines the terms under which materials, information, or resources are provided by one party to another within an agreement. Typically, this clause clarifies what is considered a contribution, such as intellectual property, data, or physical goods, and may outline any rights or restrictions associated with their use. Its core practical function is to ensure both parties understand what has been contributed, how it may be used, and to prevent disputes over ownership or permitted uses of the contributed items.
Contributed. Asset Section 1.1
Contributed. BioTime Assets shall have the meaning set forth in Section 1.1. Contribution shall mean the contribution of the BioTime Contributed Assets to AgeX in exchange for AgeX Shares. Copyrights shall mean all copyrights, copyright registrations and applications therefor and copyrightable works, including all rights of authorship, use, publication, reproduction, distribution, performance, preparation of derivative works, transformation, and rights of ownership of copyrightable works and all rights to register and obtain renewals and extensions of registrations. Damages shall mean any loss, damage, liability, judgment, award, fee or expense (including reasonable expenses of investigation and reasonable attorneys’ experts’, accounting, or advisory fees and expenses in connection with any action, suit or proceeding whether involving a third-party claim or a claim solely between the parties hereto), including any incidental, indirect or consequential damages, losses, liabilities or expenses, but excluding any lost profits or diminution in value, including, as applicable, any diminution in value in any BioTime Indemnitees or AgeX Indemnitees equity interest in AgeX. Distribution shall have the meaning set forth in Section 4.1. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Distribution Agent shall mean a transfer agent appointed by BioTime to provide services in connection with the distribution of AgeX Shares to BioTime shareholders pursuant to the Distribution. Distribution Date shall have the meaning set forth in Section 4.1. Encumbrance shall mean any lien, charge, security interest or encumbrance, other than: (a) statutory liens for Taxes that are not yet due and payable or liens for Taxes being contested in good faith by any appropriate proceedings; (b) statutory liens to secure obligations to landlords, lessors or renters under leases or rental agreements; (c) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable Legal Requirements; (d) statutory liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens; (e) liens in favor of customs and revenue authorities arising as a matter of Lega...