Parent IP Assets definition

Parent IP Assets has the meaning set forth in the IPAA.
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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 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.

  • 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.

  • 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.

  • 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).

  • 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.

  • The Board as a whole (with management) determines how, when and who communicates information and decisions to stakeholders, as part of an agreed stakeholder management plan.The PAA codifies a succinct, minimum set of governance principles and accountabilities for Victorian public entities, their directors, Boards and chairpersons.

  • 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.

  • 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.

  • 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.

  • 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

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Parent IP means all Intellectual Property Rights that are owned or purported to be owned by, assigned to, or exclusively licensed by, Parent or its Subsidiaries.

  • Parent Intellectual Property means any Intellectual Property that is owned by, or exclusively licensed to, Parent.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Transferred Intellectual Property means (i) all Intellectual Property Rights owned by the Acquired Companies, (ii) the Transferred Trademarks, (iii) the Transferred Patents, (iv) the Transferred Domains, and (v) all other Intellectual Property Rights owned by Sellers or their respective Affiliates as of the Closing Date that are exclusively used in or are exclusively related to the development, manufacture, marketing, use or sale of the Business Products.

  • distributed ledger technology means a database system in which—

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

  • Company Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

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

  • Company IT Assets means computers, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment, and all associated documentation, in each case, used or held for use by a member of the Company Group.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

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

  • 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.

  • Transferred IP means the intellectual property rights set out in the Asset List.

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

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned by any Pledgor or represented by any Partnership Interest.

  • 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:

  • Intellectual Property Assets includes:

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Acquired Intellectual Property has the meaning given in Section 2.1(b).

  • REMIC I Assets All of the Mortgage Pool Assets.

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.