IP Member definition
Examples of IP Member in a sentence
An IP Member will have a Vested Percentage as determined pursuant to the following sentence in all Carry Profit or Carry Loss attributable to any Investment Proceeds or Sponsor Proceeds received by the Company from such IP Member’s Tenured Assets, or any other consequences of a Realization of a Tenured Asset, if those proceeds are received or the Realization occurs after such IP Member has become a Terminated IP Member because the IP Member voluntarily left the employment of the Woodbridge Employer.
An IP Member will have a Vested Percentage of 0% in all Carry Profit or Carry Loss attributable to any Investment Proceeds or Sponsor Proceeds received by the Company from such IP Member’s Tenured Assets, or any other consequences of a Realization of a Tenured Asset, if those proceeds are received or the Realization occurs after such IP Member has become a Terminated IP Member because of the occurrence of a Cause Event with respect to such IP Member.
A Family Related Member’s Vested Percentage shall be equivalent to the Vested Percentage of the IP Member associated with such Family Related Member.
Notwithstanding anything to the contrary in Section 13.2, in the event that either Remaining IP Member becomes aware of any third-party infringement, misappropriation or other violation of any Joint IPR, it shall promptly notify the other Remaining IP Member (the “Infringement Notice”).
The Remaining IP Member issuing the Infringement Notice shall have the primary right, but not the obligation, to commence, prosecute and fully control any action or proceeding with respect to such infringement (the “Enforcement Action”), at its expense, by counsel of its choice and in the country/forum of its choice.
Furthermore, if the Remaining IP Member commencing an Enforcement Action does not bring such Enforcement Action in a country or forum in which the other Remaining IP Member reasonably believes that it has an actionable claim, the other Remaining IP Member shall have the right to commence an Enforcement Action in such country or forum.
Each IP Member shall be responsible (only to the extent of Section 4.6(c) of the Agreement) for a portion of the Gross Clawback Amount equal to the negative balance, if any, in such IP Member’s Carry Account as of the final liquidating distribution of assets of the Company pursuant to Section 8.2 of the Agreement.
An IP Member will have a Vested Percentage of 0% in any Program Asset that is not a Tenured Asset with respect to such Member.
The right of each IP Member, the Residual Member, and the Sponsor Member to receive Carry Distributions represents a profits interest received for services rendered or to be rendered to or for the benefit of the Company.
For the avoidance of doubt, an IP Member shall have a Vested Percentage of 100% in any Carry Loss associated with an unreversed Impairment that arises on or prior to an IP Member becoming a Terminated IP Member.