IP Members definition

IP Members means any Persons designated as IP Members on Schedule I hereof, in their capacities as members of the Company, or any other Persons that are admitted as IP Members in accordance with the terms hereof, in each case for so long as such Persons continue to be IP Members hereunder, and “IP Member” shall mean each of such Persons individually.
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Examples of IP Members in a sentence

  • Each of the Remaining IP Members shall have the right to freely assign its interest in the Joint IPR, subject to any licenses or other rights granted hereunder.

  • Carry Distributions not made to the Sponsor Member or the IP Members shall be made to the Residual Member.

  • Each of the Remaining IP Members shall have the right to license the Joint IPR to Affiliates and Third Parties, without accounting to the other Remaining IP Member; provided any license to a Third Party that is an accused infringer in connection with a pending or threatened Enforcement Action shall be subject to the consent of the Remaining IP Member issuing the Infringement Notice (or the Prosecuting Party, if different).

  • If the amount of Carry Distributions to be made to the IP Members as a group is insufficient to reduce the positive Carry Account balances of all IP Members to zero, then Carry Distributions made to the IP Members as a group will be made pro rata among the IP Members based on their relative Carry Account balances.

  • The Managing Member, in its discretion, is permitted to make adjustments, including retroactive adjustments, to the allocations of Carry Profit and Carry Loss so that, on an aggregate basis the Carry Accounts of the IP Members more closely match the aggregate rights of the IP Members to receive Carry Distributions or to make clawback payments as provided in Article IV of the Agreement.

  • Each of the Remaining IP Members shall have the right to grant a security interest, or otherwise encumber its interest, in the Joint IPR (subject to the rights and licenses granted hereunder); provided that such Remaining IP Member shall not grant or purport to grant a security interest in or otherwise encumber the interest of the other Remaining IP Member in the Joint IPR.

  • For the avoidance of doubt, any reductions in Carry Distributions to the IP Members pursuant to the vesting provisions set forth in Appendix B hereto shall accrue to the benefit of the Residual Member.

  • Solely for purposes of determining an IP Member’s Carry Account, the Managing Member may, upon the admittance of a new Carried Interest Member or at any other time, deem there to have been a Realization of one or more Program Assets at the Fair Market Value at such time of such Program Asset, in which case the deemed Carry Profit or Carry Loss derived from such deemed Realization shall be allocated among the IP Members and charged to the Carry Accounts of the IP Members.

  • The IP Members as a group shall receive a portion of Carry Distributions, which portion shall not exceed the aggregate Carry Percentages of the IP Members, but which may be reduced by the vesting and other provisions in Appendix B hereto.

  • If the amount of Carry Distributions to be made to the IP Members exceeds the aggregate positive Capital Account balances of the IP Members, such excess shall be distributed among the IP Members in the manner that the Managing Member determines most appropriately reflects the IP Members’ relative Carry Percentages (as adjusted by the Vested Percentages) in the Program Assets giving rise to the Carry Distributions.

Related to IP Members

  • Team Members means the members of the Team, jointly and severally;

  • Group Members the collective reference to the Borrower and its Subsidiaries.

  • New Members As Defined By the Public Employees’ Pension Reform Act of 2013 (PEPRA)

  • Seller Group Member means Seller and its Affiliates and their respective successors and assigns.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”