Certain Intangibles Clause Samples

Certain Intangibles. Each of the Company and the Guarantors owns, possesses or has the right to use all of the patents, trademarks, service marks, trade names, copyrights and licenses, and rights with respect thereto, necessary for the present and currently planned future conduct of its business, without any known conflict with the rights of others, except for such failures to own, possess, or have the right to use, or for such conflicts, that, individually or in the aggregate for all such failures and conflicts, could not reasonably be expected to have a Material Adverse Effect.
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Certain Intangibles. (i) all intangible rights that are appurtenant to the Real Property and/or the Improvements, including (to the extent assignable) all roof, HVAC and other warranties issued with respect to the Real Property and Improvements in Seller’s possession or control, and (ii) to the extent transferrable, all local, state and federal licenses, approvals, certifications and permits held by Seller for the operation of any of the Improvements for its current, future and intended use provided, however, all licenses related to Seller’s use and operation of the Facilities as drug and alcohol outpatient treatment facilities and sober lodging facilities shall remain with the Seller and will not be sold to Purchaser (all of the foregoing being hereinafter collectively referred to as the “Intangible Property”). All of the foregoing items to be purchased under this Agreement including the Real Property, the Improvements and the Intangible Property are collectively referred to as the “Property”. Purchaser agrees and acknowledges that all beds, fixed and moveable equipment, furniture, furnishings, machinery, and all other tangible personal property in each instance situated on the Real Property and/or used in connection therewith or with the Facilities are expressly excluded from the sale of the Property and shall remain in the ownership of Seller (all of the foregoing being hereinafter collectively referred to as the “Personal Property”).
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Certain Intangibles. The corporate name, trade names, service marks and trademarks owned or licensed by Seller in respect to the Business.
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Certain Intangibles. All rights, title and interest in and to (i) all parking agreements, and any and all service and maintenance contracts and related contract rights (collectively, the “Service Contracts”), together with (ii) all other intangible rights which are appurtenant to the Real Property and/or the Improvements, including (to the extent assignable) all roof, HVAC and other warranties issued with respect to the Improvements and as pertains only to the Real Property and Improvements, but not otherwise, and (iii) to the extent transferrable, all local, state and federal licensures, approvals, certifications and permits required and necessary for the operation of any of the Improvements for their current, future and intended use (all of the foregoing being hereinafter collectively referred to as the “Intangible Property”).
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Certain Intangibles. All rights of Sellers in and to the universal resource locators, domain names, trademarks, trademark application, service marks, service ▇▇▇▇ applications, brand names, registration names, copyrights and copyrighted materials owned by Sellers and pertaining to ITXC's eCommerce Business, but only to the extent described in Schedule 1.1(d) annexed --------------- hereto and provided that there shall be excluded therefrom any part of any ▇▇▇▇, name or brand which consists of or includes "ITXC".
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Related to Certain Intangibles

  • General Intangibles Borrower represents and warrants that it owns, or is licensed to use, all General Intangibles necessary to conduct its business as currently conducted except where the failure of Borrower to own or license such General Intangibles could not reasonably be expected to have a Material Adverse Effect.

  • PERMITS AND INTANGIBLES The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

  • Accounts and Payments in Respect of General Intangibles (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Collateral Agent at any time during the continuance of (A) an Event of Default under clause (a) or clause (e)(ii) of Section 9.1 of the Credit Agreement or (B) any other Event of Default in connection with the exercise of remedies by the Administrative Agent pursuant to Section 9.2 of the Credit Agreement, (i) any payment of accounts or payment in respect of general intangibles, when collected by any Grantor, shall be promptly (and, in any event, within 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent, in a Security Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.4, and (ii) until so turned over, such payment shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At any time during the continuance of (A) an Event of Default under clause (a) or clause (e)(ii) of Section 9.1 of the Credit Agreement or (B) any other Event of Default in connection with the exercise of remedies by the Administrative Agent pursuant to Section 9.2 of the Credit Agreement: (i) each Grantor shall, upon the Collateral Agent’s request, deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and (ii) the Collateral Agent may, without notice, limit or terminate the authority of a Grantor to collect its accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Collateral Agent may (at the direction of the Administrative Agent) at any time enforce such Grantor’s rights against such account debtors and obligors of general intangibles. (c) At any time during the continuance of an Event of Default, each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent (at the direction of the Administrative Agent) to ensure any Internet Domain Name is registered. (d) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each account and each payment in respect of general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an account or a payment in respect of a general intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an account or a payment in respect of a general intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

  • Collection of Accounts, General Intangibles and Negotiable Collateral At any time upon the occurrence and during the continuance of an Event of Default, Agent or Agent’s designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral of such Grantor have been assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, or that Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral of any Grantor directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Loan Documents.

  • Intangibles All tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property;