IP Cap definition

IP Cap means, initially, $30,000,000; provided that, on the first calendar day of each month (commencing on December 1, 2025), the IP Cap then in effect shall be permanently reduced by $500,000 (e.g., from $30,000,000 to $29,500,000 on December 1, 2025, from $29,500,000 to $29,000,000 on January 1, 2026, and so forth); provided further that, with respect to (a) any Disposition of Intellectual Property (other than the Disposition of the Intellectual Property related to the ▇▇▇▇▇▇▇ brand), the IP Cap then in effect shall be further permanently reduced by an amount equal to the greater of (x) the Net Orderly Liquidation Value of such Intellectual Property and (y) 50% of the amount of Net Cash Proceeds of such Disposition, and (b) the Disposition of the Intellectual Property related to the ▇▇▇▇▇▇▇ ▇▇▇▇▇, the IP Cap then in effect shall be further permanently reduced by an amount equal to (i) if such Disposition occurs within six (6) months after the Effective Date, the greater of (x) the Net Orderly Liquidation Value of such Intellectual Property and (y) 35% of the amount of Net Cash Proceeds of such Disposition, or (ii) if such Disposition occurs after the date that is six (6) months after the Effective Date, the greater of (x) the Net Orderly Liquidation Value of such Intellectual Property and (y) 50% of the amount of Net Cash Proceeds of such Disposition.

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IP Cap means Ninety Million Dollars (US$90,000,000.00) (it being understood that the IP Cap shall be reduced by any amounts actually recovered by the Parent Indemnified Parties from the Company Securityholders in respect of General Claims whether or not such recovery is from the Indemnity Escrow Amount or directly from the Company Securityholders pursuant to Section 10.4(d).

IP Cap means Ninety Million Dollars (US$90,000,000.00) (it being understood that the IP Cap shall be reduced by any amounts actually recovered by the Parent Indemnified Parties from the Company Securityholders in respect of General Claims whether or not such recovery is from the Indemnity Escrow Amount or directly from the Company Securityholders pursuant to Section 10.4(d) .

Examples of IP Cap in a sentence

• If a Parent Indemnified Party is entitled to be indemnified for Losses arising out of or relating to an IP Representation (or Section 8.2(j) as it relates thereto), such Parent Indemnified Party shall seek recovery from the Indemnity Escrow Fund first, and then proceed directly against the Effective Time Holders in accordance with their respective Pro Rata Percentages for the remainder of any such Losses, subject to the IP Cap.

• For the avoidance of doubt, any amounts paid toward either the Cap or the IP Cap shall count toward both the Cap and the IP Cap.

• The indemnification obligations of Seller with respect to Section 7.02(a)(viii) shall be subject to a maximum liability equal to $50,000 (“LSSi Permit Cap Amount” and collectively, the IP Cap Amount, the General Cap Amount, the General Consent Cap Amount and the LSSi Permit Cap Amount, the “Cap Amount”).

More Definitions of IP Cap

IP Cap has the meaning set forth in Section 8.3(c).

IP Cap means $48,000,000, or such larger amount as may be available under the R&W Insurance.