Owned Group definition
Examples of Owned Group in a sentence
So far as the Seller is aware, no third-party has in the three years immediately prior to the date of this Agreement infringed or is infringing any of the Owned Group Intellectual Property.
To the extent that any Indemnity is given by the Vendor in this Agreement to the Purchaser in favour of or relating to a Majority Owned Group Company or Minority Owned Group Company, for the avoidance of doubt, the Vendor shall only be liable to contribute to the Purchaser or relevant Group Company thereunder an amount equal to the relevant Proportionate Share of the indemnified Loss.
Any transaction (including any disposal or acquisition of assets) outside the ordinary course of business, excluding any corporate reorganisation carried out for legitimate purposes exclusively between Wholly Owned Group Companies.
A Group Company owns and possesses all right, title and interest in and to the Owned Group Intellectual Property free and clear of all Encumbrances other than Permitted Encumbrances.
The assignment, licence, transfer, disposal of or creation of any security interest over, or otherwise dealing with any of its material intellectual property except (i) in the ordinary course of business by a Group Company or (ii) pursuant to any corporate reorganisation carried out for legitimate purposes exclusively between Wholly Owned Group Companies.
Make a recommendation or declaration of a dividend or carry out any distribution in kind by any Group Company, other than, in the case of a Wholly Owned Group Company, to its immediate parent company (being either the Company or another Wholly Owned Group Company).
Each Group Company and Transferred JV Company that is not wholly-owned by another Group Company is set forth as a Non-Wholly Owned Group Company on Schedule 1 attached hereto, and the ownership percentage of the Group Company set forth opposite the name of each of the Non-Wholly Owned Group Companies on Schedule 1 is true and correct.
Enter into any transaction or make any payment other than on an arm's length basis for the benefit of the Group Company other than pursuant to any corporate reorganisation carried out for legitimate purposes exclusively between Wholly Owned Group Companies.
The incurrence of indebtedness by a Group Company in excess of GBP 500,000, other than (i) debt incurred in the ordinary course of business (such as equipment leases or bank lines of credit) to parties who do not control, are not controlled by or under common control with any shareholder, employee or director of the Group Company; and (ii) debt incurred to a Wholly Owned Group Company.
The Disclosure Letter provides a general description of material unregistered trademarks, service marks, trade names, corporate names and other source or business identifiers, trade dress and logos included within the Owned Group Intellectual Property.