Infrastructure IP definition

Infrastructure IP means network or telecommunications Software and equipment, accounting Software, IT systems, desktop computer Software, database Software, general Software development or control systems, tools or environments and other general IT functionality provided under the Transition Services Agreement or otherwise used in the general operation of both the Business and the Retained Business. For the avoidance of doubt, Infrastructure IP (A) does not include any IP constituting or included in the Sniffer Products and (B) does not include any data or other information with respect to the Business contained in such Software, systems, tools, or environments ("Sniffer IT Data").
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Examples of Infrastructure IP in a sentence

  • Subject to the terms and conditions of this Agreement, effective as of the Separation Date, J&J shall, and shall cause the applicable members of its Group to, accept, assume and agree faithfully to perform, discharge and fulfill the J&J Common Infrastructure IP Liability Contribution to any Common Infrastructure IP Liabilities in accordance with their respective terms.

  • As and when any such Transferred Intellectual Property, Transferred IP Liability, Common Infrastructure IP or Common Infrastructure IP Liability becomes transferable, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable).

  • Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.07(b) shall be treated by the Parties for all purposes as if such Transferred Intellectual Property, Transferred IP Liability, Common Infrastructure IP or Common Infrastructure IP Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law.

  • At the Closing, the SHAREHOLDER shall exchange and deliver to GTC a total of 5,100 shares of PAI common stock which represent fifty one percent (51%) of the issued and outstanding shares of PAI.

  • Except for Infrastructure IP, the Retained IP does not include any IP where the failure of the Purchaser to own, possess, or have license to such IP would individually or in the aggregate have a Material Adverse Effect on the operation of the Business following the Closing when operated in the same manner as the Business is operated as of the Closing.