IP Affiliate definition

IP Affiliate means all Affiliates of Seller, excluding (i) Seller's directors, (ii) ▇▇▇▇▇ Investment Management, LLC and any of its portfolio companies and (iii) UBS AG and any of its portfolio companies.
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Examples of IP Affiliate in a sentence

  • Illumina does not guarantee or warrant that Customer’s intended use of Product will not infringe Application Specific IP, Affiliate Application Specific IP, or Third Party IP.

  • Customer will obtain required rights to Third Party IP from a third party or required rights to Application Specific IP from Illumina or Affiliate Application Specific IP from Illumina’s Affiliate, or Customer will discontinue use of Products in a manner that infringes Third Party IP, Affiliate Application Specific IP, or Application Specific IP, as applicable.

  • This right shall apply both in respect of any breach of the Contract by Pure IP and in respect of any breach by any Pure IP Affiliate.

  • The material Copyrights (excluding any applications for registration therefor) and Trade Secrets included in the Sale Business Intellectual Property or the Seller Licensed Intellectual Property and Technology owned by Seller or an IP Affiliate are valid and enforceable.

  • To the Knowledge of the Seller, all other Patents, Marks, Copyrights, Mask Works and Trade Secrets included in the Sale Business Intellectual Property and Seller Licensed Intellectual Property and Technology (excluding any applications for issuance or registration included in the Registered IP) owned by Seller or an IP Affiliate are valid and enforceable.

  • Customer’s intended use of Products for Customer Use or Research Use during the Term may require that it obtain from third parties or from Illumina (or its Affiliates) additional rights or licenses above and beyond the rights under Core IP conferred in Section 3, including without limitation, rights to Application Specific IP, Affiliate Application Specific IP, and Third Party IP.

  • This Agreement has been, or will be prior to the Closing Date, duly and validly authorized by and approved by all requisite action on the part of the Seller’s partners, and as to Seller’s IP Affiliate, on the part of such company’s Board of Directors..

  • Owner acknowledges that Manager’s IP Affiliate is and shall be the exclusive owner of all right, title and interest in and to the Manager Trademarks and the associated goodwill, and Owner (for itself and its Affiliates) will take no action to infringe or cause infringement or otherwise act in derogation of Manager’s or Manager’s IP Affiliate’s or other Affiliates’ rights relative to the Manager Trademarks.

  • Any asset of the Acquired Business owned by Seller and Seller’s IP Affiliate not specifically enumerated in Sections 1.1(a) – (f) shall be excluded from the Purchased Assets.

  • Except as set forth on Schedule 2.8, Seller has good, valid and marketable title to all Purchased Assets, except registered Intellectual Property as to which Seller’s IP Affiliate has good, valid and marketable title.

Related to IP Affiliate

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Controlled Affiliate means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 15% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

  • BHC Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

  • Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

  • Downstream Affiliate means an entity whose outstanding Voting Shares were, at the date of issuance of the Qualifying Guarantee, more than 50 per cent. owned, directly or indirectly, by the Reference Entity.