Licensed IP Contract definition

Licensed IP Contract means any Contract to which the Company or any Subsidiary is or was a party or by which the Company or any Subsidiary is or was bound, pursuant to which the Company or any Subsidiary is granted a license, covenant not to sue, or other rights with respect to Licensed IP.

Licensed IP Contract means any Contract to which the Company is or was a party or by which the Company is or was bound, pursuant to which the Company is granted a license, covenant not to sue, or other rights with respect to Licensed IP.

Licensed IP Contract means any Contract pursuant to which a Person or any of its Subsidiaries is granted a license, a covenant not to sue, or other rights with respect to Licensed IP.

Licensed IP Contract means any Contract to which the Company is a party or by which the Company is bound, pursuant to which the Company is granted a license, covenant not to s▇▇, or other rights with respect to Licensed IP other than (a) non-exclusive inbound licenses, including “shrink-wrap” or “click-wrap” licenses, terms of service, terms of use and similar agreements for commercially available off-the-shelf software, services or software-as-a-service platforms, (b) any software licensed under open source or similar licenses, and (c) non-disclosure agreements that have been entered into in the ordinary course of business).

Licensed IP Contract means any Contract to which the Company is or was a party or by which the Company is bound, pursuant to which the Company is granted a license, covenant not to ▇▇▇, or other right with respect to Licensed IP. 49. “Licensed IP” shall mean (a) all Intellectual Property Rights and Intellectual Property incorporated into, or used in the development, delivery, hosting, provision or distribution of, the Company Products; and (b) all other Intellectual Property Rights and Intellectual Property used or held for use in the conduct of the business of the Company, in each case that are not owned by, or purported to be owned by, the Company. 50. “Lien” shall mean any mortgage, security interest, pledge, encumbrance, restriction on the right to sell or dispose (and in the case of securities, vote) or lien (whether arising by contract or by operation of law and whether voluntary or involuntary), excluding licenses and use restrictions contained in any Contract related to Intellectual Property or Technology. 51. “Losses” of a person shall mean, without duplication, the amount of any losses, Liabilities, deficiencies, damages, Taxes, claims, awards, judgments, fines, penalties costs or other expenses (including, without limitation, reasonable attorneys’, consultants’, and experts’ fees and expenses) directly or indirectly paid, sustained, suffered or incurred by the Indemnified Parties (or any of them), provided, however, that “Losses” shall not include punitive damages, except in the case of fraud, criminal activity, willful breach or misconduct or intentional misrepresentation, or to the extent actually awarded to a Governmental Entity or other third party. 52. “Made Available” shall mean that the Company has posted such materials to the virtual data room on ▇▇▇.▇▇▇ or made available to Parent and its representatives during the negotiation of this Agreement, but only if so posted and made available on or prior to the date that is two (2) Business Days prior to the date of this Agreement. 53. “Member Group” shall mean the following groups of Member Parties (i) WHL Advisors, Inc., a Texas corporation and ▇▇▇▇▇▇▇ ▇▇▇▇▇ collectively shall constitute a “Member Group” and (ii) Qavah Ventures, LLC, a Texas limited liability company and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ collectively shall constitute a “Member Group.” 54. “Membership Interests” shall mean the Class A Units and Class B Units.

Licensed IP Contract has the meaning set forth in Section 2.6.

Licensed IP Contract means any Company Contract pursuant to which the Company or any of its Subsidiaries is granted a license, covenant not to sue, or other rights with respect to Licensed IP.

Licensed IP Contract means any Contract to which the Company or Pardot Europe is a party or by which the Company or Pardot Europe is bound, pursuant to which the Company or Pardot Europe is granted a license, covenant not to ▇▇▇, or other rights with respect to Licensed IP.

Licensed IP Contract means any Company Contract pursuant to which the Company is granted a license, covenant not to sue, or other rights with respect to Licensed IP. “Lien” shall mean any lien, pledge, charge, claim, mortgage, assessment, claims, hypothecation, infringement, deed of trust, lease, option, right of first refusal, easement, right of way, security interest, preemptive right, covenant, exclusive license, servitude, transfer restriction or other encumbrance of any kind or character whatsoever. “Made Available” shall mean that the Company has posted such materials to the virtual data room held by Excel Partners and hosted by ▇▇▇.▇▇▇ and made available to Parent and its representatives during the negotiation of this Agreement, but only if so posted and made available at least two (2) Business Days prior to the date of this Agreement. “Negative Adjustment” shall mean an amount equal to the excess, if any, of (a) the Estimated Net Working Capital over Net Working Capital plus (b) the Estimated Other Adjustment Items over the Final Other Adjustment Items. “Net Working Capital” shall mean (i) current assets (excluding accounts receivables in excess of ninety (90) days past due) minus (ii) current liabilities determined in accordance with GAAP (applying, for the avoidance of doubt, ASC 606), in each case before taking into account the consummation of the Transactions, and calculated using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financials; provided however, that the calculation of Net Working Capital shall exclude (a) any amounts relating to or included in Cash, Indebtedness or Transaction Expenses to the extent such amounts are reflected in the calculation of the Aggregate Merger Consideration (to avoid