IP Subsidiaries definition

IP Subsidiaries means collectively, the Persons listed on Schedule 1.1(c) and described as “IP Subsidiaries”, and “IP Subsidiary” means any such Person.

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IP Subsidiaries means collectively, the Persons listed on Schedule 1.1(c)(iv) and described as “IP Subsidiaries” for so long as such Persons own intellectual property that is used in or otherwise material to the business and operations of the Credit Parties and the Restricted Subsidiaries, and “IP Subsidiary” means any such Person.

Examples of IP Subsidiaries in a sentence

From and after the Effective Time, IP shall, and shall cause the IP Subsidiaries to, waive any pre-existing condition limitations and credit any deductibles and out-of-pocket expenses that are applicable and/or covered under the UCC Employee Plans, and are incurred by the employees and their beneficiaries during the portion of the calendar year prior to participation in the benefit plans provided by IP, the Surviving Corporations and the IP Subsidiaries.
All such assets and properties, other than assets and properties in which IP or any IP Subsidiary has leasehold interests, are free and clear of all Liens, except for Liens that, in the aggregate, do not and will not materially interfere with the ability of IP and the IP Subsidiaries to conduct their business, taken as a whole, as currently conducted.
The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion of counsel as to the good standing (or the equivalent in their respective jurisdictions of organization) of the Foreign IP Subsidiaries in their respective jurisdictions of organization.
The Company will provide to the Underwriter as soon as practicable after the Closing Date, an opinion of counsel as to the good standing (or the equivalent in their respective jurisdictions of organization) of the Foreign IP Subsidiaries in their respective jurisdictions of organization.
Prior to giving effect to the transfer of the Dexwet Transferred Licensing Rights to the IP Subsidiaries, Dexwet and its Subsidiaries own free and clear of any Liens or have the license or right to use all material Intellectual Property used in the operations of the business of Dexwet and its Subsidiaries as currently conducted.
Holdings has no assets (including any Intellectual Property) of any kind or nature as of the Closing, other than its interests in the IP Subsidiaries.
Dexwet has full power and authority to enter into this Agreement and the Ancillary Documents to which it is or is required to be a party and to consummate the transactions contemplated hereby and thereby (including the assignment of the Dexwet Transferred Licensing Rights to the IP Subsidiaries) and to perform its obligations hereunder and thereunder.
Except for interests in the IP Subsidiaries, Holdings does not have and has never had any Subsidiaries, and does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any Person, and is not a participant in any joint venture, partnership or similar arrangement.
Parent is a holding company and does not have any material liabilities (other than liabilities arising under the Loan Documents, the Treximet Note Purchase Documents, the 2015 Note Purchase Documents and any other Material Debt Documents), own any material assets (other than Equity Interests of Borrowers, the IP Subsidiaries, the Treximet Intercompany Note, the Zohydro Intercompany Note and the Breckenridge Note) or engage in any operations or business.

More Definitions of IP Subsidiaries

IP Subsidiaries means all direct and indirect Subsidiaries of IP other than Spinco and the Spinco Subsidiaries.

IP Subsidiaries means Pernix Ireland, Pernix Ireland Pain and any CFC formed after the date hereof to acquire Intellectual Property or licenses of Intellectual Property in any Permitted Acquisition to the extent in compliance with Section 4.20 and 6.14 of the Agreement.

IP Subsidiaries means each of Guess? Licensing, Inc., Guess? IP GP LLC, Guess? IP LP LLC, Guess? IP Holder L.P. or any other Subsidiary hereafter formed for the exclusive purpose of direct or indirectly holding interests in the intellectual property of Parent and its Subsidiaries. IRS: the United States Internal Revenue Service. Issuing Bank: (a) Bank of America (including any branch or Lending Office of Bank of America), or any replacement issuer appointed pursuant to Section 2.3.4 (or Bank of America-Canada Branch or its Affiliates with respect to Letters of Credit requested by Canadian Borrowers) and (b) solely with respect to the Existing Letters of Credit, until such Existing Letters of Credit expire or are returned undrawn, HSBC. Issuing Bank Indemnitees: Issuing Bank and its officers, directors, employees, Affiliates, branches, agents and attorneys.

IP Subsidiaries means HBI Branded Apparel Limited, Inc. and HBI Branded Apparel Enterprises LLC, each of which holds Intellectual Property used exclusively in the Branded Apparel Business (and the stock of each of which is being contributed to HBI under Section 4.2(a)(vii)). “▇▇ ▇▇▇▇▇▇” shall have the meaning set forth in Section 4.5(b)(i) of this Agreement. “▇▇▇▇▇▇ Information” shall have the meaning set forth in Section 5.2(b) of this Agreement. “Liabilities” means all debts, liabilities, guarantees, assurances, commitments and obligations, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including, without limitation, whether arising out of any Contract or tort based on negligence or strict liability) and whether or not the same would be required by generally accepted principles and accounting policies to be reflected in financial statements or disclosed in the notes thereto. “Leased Vehicles” has the meaning set forth in Section 4.6(d) of this Agreement. “Master Transition Services Agreement” has the meaning set forth in Section 2.1(c) of this Agreement. From and after the Separation Date, the Master Transition Services Agreement shall refer to the agreement executed and delivered pursuant to such section, as amended and/or modified from time to time in accordance with its terms. 42