IP APA definition

IP APA means that certain Asset Purchase Agreement, dated as of the date hereof, by and among Seller, Purchaser1 and OTBA, together with all exhibits attached thereto, in the form attached hereto as Exhibit A.
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Examples of IP APA in a sentence

  • The parties further agree that the Company shall be entitled to injunctive relief without the posting of any bond to prevent breaches of the IP APA by Purchaser1 and to specifically enforce the terms and provisions of the IP APA by Purchaser1 (including causing the closing thereunder to occur if the conditions to the obligations of Purchaser1 to consummate the transactions contemplated thereby have been satisfied).

  • Upon the satisfaction of the conditions to the obligations of Purchaser1 and Seller to consummate the transactions contemplated by the IP APA and if OTBA is ready, willing and able to perform its obligations under, and consummate the transactions contemplated by, the IP APA, Purchaser1 shall, and Seller shall and shall cause Truco Enterprises to, consummate the closing of the transactions contemplated by the IP APA contemporaneously with the Closing pursuant to this Agreement.

  • At the Closing, immediately after the consummation of the transactions contemplated by the IP APA, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Purchaser2, and Purchaser2 shall purchase and acquire from Seller, all of the Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), for and in consideration of the Closing Date Share Consideration.

  • A “Competitive Business” shall mean any business or venture that researches, designs, develops, creates, markets, distributes, or licenses or sells accessories, devices, systems, software, products, or services that compete, directly or indirectly, with either the Business as defined in the Assets APA or the Business as defined in the IP APA.

  • Each party further waives any defense that a remedy at Law would be adequate in any Legal Proceeding for specific performance or injunctive relief hereunder or under the IP APA.

Related to IP APA

  • Intellectual Property License Agreement means the Intellectual Property License Agreement to be executed by the parties thereto on the Closing Date, in the form of Exhibit F.

  • Intellectual Property License means any license, sublicense, right, covenant, non-assertion, permission, immunity, consent, release or waiver under or with respect to any Intellectual Property Rights or Technology.

  • Intellectual Property Licenses means all licenses, sublicenses and other agreements by or through which other Persons, including Seller’s Affiliates, grant Seller exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted.

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.