IP Transaction definition
Examples of IP Transaction in a sentence
On or prior to the Closing Date, the relevant parties shall close the First Closing, including closing at least six of the nine Club Transactions plus the acquisition of OG1, LLC, the Real Estate Transaction, and the IP Transaction.
The Credit Parties and the OZ Subsidiaries own, license or possess the right to use, all Intellectual Property that is reasonably necessary for the operation of their businesses as currently conducted, except (x) Intellectual Property in connection with any Specified IP Transaction or (y) to the extent such lack of ownership, license, or possession of the right to use, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Notwithstanding the foregoing, any MIPCo IP Transaction permitted under the Credit Agreement shall be permitted under this Indenture and the other Notes Documents.
In addition, the Company shall promptly notify Parent of any material event involving its business or operations occurring outside the ordinary course of business, including but not limited to, prompt written notice of a potential or proposed Special IP Transaction (as defined below) or any negotiation by the Company relating thereto.
Nothing in this Agreement shall bar, prohibit or in any way hinder the rights of the Parties to this Agreement to present any arguments, methodologies, legal or factual theories in support of a proposed allocation of the proceeds of any Sale Transaction or IP Transaction, and such presentation shall not, or otherwise be deemed to, constitute in any way a filing of an Additional NNI Claim or violation of the Canadian Debtors’ obligations under Section 12 of this Agreement.
Each party shall ensure that any contracts (other than the IP Transaction Documents) between the JVC and members of that party's Group are made on an arm's length commercial basis and on terms that are not unfairly prejudicial to the interests of either party or the JVC.
In light of such fiscal unity, the parties intend, and shall use reasonable endeavors to procure, that the German Transaction and the German IP Transaction will be effected prior to Closing.
If, contrary to the understanding in the foregoing sentences, the relevant Tax authority determines that the German Transaction and the German IP Transaction are not effected within a fiscal unity for VAT purposes, the parties hereto intend, and shall use reasonable efforts to procure that both the German Transaction and the German IP Transaction will be treated as a TOGC (Geschäftsveräußerung im Ganzen) within the scope of Section 1 para.
For the purposes of this Agreement, “net proceeds” shall mean the gross proceeds from an IP Transaction or a Material Transaction less only the transaction fees withheld from such proceeds.
Prior to the Closing, Sabine shall have (a) completed the Foreign IP Transaction, (b) completed the transfer of the Excluded Real Property to the Real Estate Entity and (c) either paid any Excluded Liabilities or arranged for such Excluded Liabilities to be assumed by another Person with no further obligation of Sabine with respect to such Excluded Liabilities.