IP Representations definition

IP Representations. Is defined in Section 8.1.

IP Representations has the meaning given to it in Section 9.1.

IP Representations means each of the representations and warranties of the Company set forth in Section 2.13 (Intellectual Property).

Examples of IP Representations in a sentence

• Except for the Fundamental Representations and the IP Representations, all of the representations and warranties of the parties set forth in Article III and Article IV shall terminate and expire, and shall cease to be of any force or effect on the Closing Date, and all liability and indemnification obligations with respect to such representations and warranties shall thereupon be extinguished.

• The amount of Losses that may be recovered by a Buyer Indemnitee pursuant to Section 9.2(b)(i) in respect of the IP Representations shall not exceed an amount equal to the aggregate value of the Common Units and the Special Convertible Preferred Units paid to Seller in accordance with Section 2.7 (a), and may be satisfied in full by the cancelation of such Common Units or Special Convertible Preferred Units.

• The indemnification obligation of the Seller Indemnifying Parties pursuant to Section 6.2(a)(i), other than a claim for indemnification arising from any breach or inaccuracy of any IP Representations, any Fundamental Representation, or Fraud, shall be limited to sums held in the Indemnity Escrow Account.

• The Fundamental Representations shall survive indefinitely and the IP Representations shall survive for a period of eighteen (18) months following the Closing Date.

• Except in the case of actual fraud, willful breach or intentional misrepresentation, and indemnification claims for breaches of or inaccuracies in the Specified Representations and the IP Representations, the Indemnified Parties’ sole and exclusive source of recovery for indemnification claims under Section 7.2(a)(i) shall be recourse against the Escrow Amount held in the Escrow Fund.

More Definitions of IP Representations

IP Representations means those representations and warranties provided in Section 2.10.

IP Representations has the meaning set forth in Section 6.1.

IP Representations means the representations and warranties made by the Company in Section 2.10 (Intellectual Property) and Section 2.11 (Data Privacy and Security) of this Agreement, including in any certificate delivered to Acquirer pursuant to this Agreement that are within the scope of those covered by the foregoing Sections.

IP Representations means the representations and warranties in Section 3.8 (Intellectual Property).

IP Representations means the representations and warranties set forth in Section 4.12 (Intellectual Property), other than Section 4.12(g) (IIA), Section 4.12(t) (Government Funding) and Section 4.12(u) (Encryption and other Restricted Technology).

IP Representations means the representations and warranties contained in Section 4.17.

IP Representations means the representations and warranties in Section 3.9.