Tutopia definition

Tutopia means ▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation.
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Tutopia in combination with any non-military extension, including ▇▇▇▇▇.▇▇▇, ▇▇▇▇▇.▇▇▇, ▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇.▇▇▇). The domain names ▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇.▇▇▇, do not and will not receive an amount of Internet traffic intended for any website or webpage of the Company that would have a Material Adverse Effect. Except as set forth on the Schedule of Exceptions, neither the Company nor any Subsidiary has knowledge of any Intellectual Property owned by the Company or any Subsidiary and material to the operation of the Business which is the subject of any Encumbrance or other agreement granting rights therein to any third party. Except as set forth on the Schedule of Exceptions, neither the Company nor any Subsidiary is obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner, licensor of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of the Business, or otherwise. The Company and each of its Subsidiaries has taken reasonable steps to protect, maintain and safeguard the Intellectual Property material to the Business, including any Intellectual Property for which improper or unauthorized disclosure would impair its value or validity, and has executed and has had executed appropriate nondisclosure and confidentiality agreements and made all appropriate filings and registrations in connection with the foregoing. Neither the Company nor any Subsidiary has knowledge of any infringement by any third party of any Intellectual Property of the Company or any Subsidiary. There has been no judgment, decree, injunction, rule, or order rendered by any Governmental Authority, and no claim made against the Company or any Subsidiary, asserting the invalidity, abuse, misuse or unenforceability of any Intellectual Property material to the operation of the Business, or that would limit, cancel, or question the validity of, or the rights of the Company or any Subsidiary in, any Intellectual Property material to the operation of the Business.
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Tutopia means Tutopia.com, Inc., a Delaware corporation.
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Examples of Tutopia in a sentence

  • In the event that any Seller refuses or fails to become a party to such agreements or make such representation and warranty or otherwise fails to comply with all of the obligations of a Seller hereunder, then such Seller shall be deemed to have revoked the exercise of its Put Option and shall not be entitled to have its Pro Rata Portion of Tutopia Shares purchased by the Company at the Closing.

  • UBS and all such other holders of Tutopia Shares who deliver a put notice (collectively with the UBS Put Notice, the "Put Notices") to the Company within fifteen (15) days after receipt of a notice from the Company pursuant to this Section 2(b), shall be considered to have exercised the Put Option simultaneously as of the date the Company received the UBS Put Notice for purposes of this Agreement.

  • Each Tutopia stockholder who is not an accredited investor (as such term is defined in Rule 501 under the Securities Act) will, at the request of the Company, appoint a purchaser representative (as such term is defined under the Securities Act) reasonably satisfactory to the Company and such stockholder.

  • In addition, at each Closing, each Seller shall represent and warrant to the Company that it is acquiring the shares of IFX Preferred Stock for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them, and each other holder of Tutopia Shares shall waive any further rights under the Tutopia Stockholders Agreement (with respect to the Tutopia Shares put) as a condition to participating in the Put Option.

  • The parties hereby consent to any amendment to this Agreement solely to add as a party hereto any Person acquiring shares of Preferred Stock after the date hereof pursuant to the Tutopia Put Agreement (as defined in the Stock Purchase Agreement).

  • The parties hereby consent to any amendment to this Agreement solely to add as a party hereto any person acquiring Preferred Shares after the date hereof pursuant to the Tutopia Put Agreement.

  • The parties hereby consent to any amendment to this Agreement solely to add as a party hereto any person acquiring Preferred Shares or Common Shares after the date hereof pursuant to the Tutopia Put Agreement.

  • The parties hereby consent to any amendment to this Agreement solely to add as a party hereto any Person acquiring shares of Preferred Stock or Common Stock after the date hereof pursuant to the Tutopia Put Agreement (as defined in the Stock Purchase Agreement).

  • In addition, at each Closing, each Seller shall represent and warrant to the Company that it is acquiring the shares of IFX Preferred Stock or IFX Common Stock, as the case may be, for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them, and each other holder of Tutopia Shares shall waive any further rights under the Tutopia Stockholders Agreement as a condition to participating in the Put Option.

  • Each Seller which is to be issued shares of IFX Preferred Stock as payment for its Tutopia Shares shall be issued such shares of IFX Preferred Stock in such proportions between shares of voting and non-voting IFX Preferred Stock as each such Seller shall determine.