Parent IP Assets definition

Parent IP Assets has the meaning set forth in the IPMA.
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Parent IP Assets means any Intellectual Property owned by a member of the Parent Group after the completion of the assignments provided for in the Intellectual Property Assignment Agreements.
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Parent IP Assets means, all IP Assets licensed, used, owned or purported to be owned by Parent or any Parent Subsidiaries in the operation of the business of Parent and Parent Subsidiaries or constituting or included within any product or services of Parent or the Parent Subsidiaries.
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Examples of Parent IP Assets in a sentence

  • Any such payment shall constitute an adjustment of the Purchase Price paid for the Purchased Stock, the Purchased Assets and the Parent IP Assets for Tax purposes and shall be treated as such by Buyer and the Sellers on their Tax Returns to the extent permitted by Law.

  • Buyer, on one hand, and the Sellers, on the other hand, shall cooperate fully with the other in the conduct of any audit, litigation or other Legal Proceeding related to Taxes involving the Purchased Entities, any Subsidiary of a Purchased Entity, the Purchased Assets and the Parent IP Assets (other than Taxes related solely to Excluded Assets or Retained Liabilities).

  • Except as otherwise provided in Section 8.4(b), Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of any of the Purchased Entities or with respect to the Purchased Assets or the Parent IP Assets for all Straddle Periods.

  • Any indemnification payments made pursuant to this Agreement shall constitute an adjustment of the Purchase Price paid for the Purchased Stock, the Purchased Assets and the Parent IP Assets for Tax purposes and shall be treated as such by Buyer and the Sellers on their Tax Returns to the extent permitted by Law.

  • Except as otherwise provided in Section 8.2, Section 8.3 and Section 8.4(b), Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for each of the Purchased Entities and with respect to the Purchased Assets and the Parent IP Assets for all Tax periods ending on or prior to the Closing Date which are filed after the Closing Date, which Tax Returns shall be prepared and filed in a manner consistent with past practice, except as otherwise required by Law.

  • To the Knowledge of the Sellers, as of the date hereof, no deficiencies for Taxes of any Purchased Entity or any Subsidiary of a Purchased Entity or with respect to the Purchased Assets or the Parent IP Assets have been claimed, proposed or assessed by any Tax authority or other Governmental Entity.

  • All Taxes (i) of each Purchased Entity and each Subsidiary of a Purchased Entity or (ii) with respect to the Purchased Assets and Parent IP Assets, that are required by law to be withheld or collected, including sales and use taxes, and amounts required to be withheld for Taxes of employees, have been duly withheld or collected and, to the extent required, have been paid over to the proper Governmental Entities or are held in separate bank accounts for such purpose.

  • At the Closing, upon the terms and subject to the conditions set forth herein, Buyer Parent shall (i) pay or cause to be paid to Parent, on behalf of the Sellers, for the sale, transfer, assignment, conveyance and delivery of the Purchased Stock, the Purchased Assets and the Parent IP Assets the Purchase Price by wire transfer of immediately available funds to one or more accounts designated by Parent and (ii) cause Buyer to assume the Assumed Liabilities.

  • No Seller, Purchased Entity or Subsidiary of a Purchased Entity has waived any statute of limitations with respect to Taxes of any Purchased Entity or any Subsidiary of a Purchased Entity or with respect to the Purchased Assets or the Parent IP Assets, and none of them has agreed to any extension of time with respect to a Tax assessment or deficiency related to any such Taxes.

  • All Tax Returns, including extensions thereof, of each Purchased Entity and each Subsidiary of a Purchased Entity or with respect to the Purchased Assets or the Parent IP Assets required to be filed through the date hereof have been timely filed with the appropriate Tax authorities or other Governmental Entity.

Related to Parent IP Assets

  • Transferred Intellectual Property has the meaning set forth in Section 2.1(k).

  • distributed ledger technology means a database system in which—

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Company IT Assets means all Software, systems, serves, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation owned by or licensed, pursuant to a valid and enforceable license agreements, to the Company and its Subsidiaries.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include: