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.
Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
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, including, without limitation, the agreements set forth on Schedule III hereto.
Assumed Agreements shall have the meaning as set forth in Section 2.2.
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Assumed Contracts has the meaning set forth in Section 2.1(d).
Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.
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.
Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.
Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.
Transferred IP means the intellectual property rights set out in the Asset List.
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”).
Acquired Contracts has the meaning given in Section 2.1(a).
After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).
Transferred Entities means the entities set forth on Schedule 1.5.
Assigned Contracts has the meaning set forth in Section 2.01(c).
Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.
Target Companies means the Target and its Subsidiaries.
Acquired Companies means, collectively, the Company and the Company Subsidiaries.
Assumed Leases has the meaning set forth in Section 2.1(l).
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.
Seller Contracts means those Contracts of Seller or any Other Seller that relate primarily to the Business.
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.
Seller’s Closing Documents as defined in Section 3.2(a).