Certain Intellectual Property Sample Clauses

Certain Intellectual Property. (i) The Borrower will not in any way hypothecate or create or permit to exist any Lien on any of the Intellectual Property, and the Borrower will not sell, transfer, assign, pledge, collaterally assign, exchange, or otherwise dispose of any of the Intellectual Property. Notwithstanding the foregoing, the Borrower may in the ordinary course of its business (A) grant licenses with respect to any of the Intellectual Property, (B) amend existing license agreements under which the Borrower is licensee or licensor and (C) assign any of the Intellectual Property, provided that no such license may be granted or assignment made to secure Indebtedness of the Borrower to any Person other than the Lender. (ii) The Borrower agrees that, should it obtain an ownership interest in (x) any material patent or (y) any exclusive rights as a licensee under a material patent license, (A) the provisions of Section 5.16(i) shall automatically apply thereto and (B) with respect to any ownership interest in any such patent or patent license that the Borrower should obtain, it shall give notice thereof to the Lender in writing, promptly after obtaining such ownership interest. (iii) The Borrower agrees to take all necessary steps including, without limitation, in the United States Patent and Trademark Office or in any court, to (A) maintain each of its patents and patent licenses and (B) pursue each of its patent applications, now or hereafter owned or submitted by it, including, without limitation, the filing of divisional, continuation, continuation-in-part and substitute applications, the filing of applications for reissue, renewal or extensions, the payment of maintenance fees, and the participation in interference, reexamination, opposition or infringement and misappropriation proceedings, except in each case to the extent reasonably necessary to further the economic interest of the Borrower. Except to the extent reasonably necessary to further its best economic interests, the Borrower agrees to take corresponding steps with respect to each new or acquired patent, patent application, or any rights obtained under any patent license, in each case, to (iv) The Borrower shall take all commercially reasonable additional steps not set forth in subsections (i) and (ii) hereof which the Lender requests to preserve and protect the Borrower's material patents and patent licenses. (v) The Borrower shall not abandon any patent or any pending patent application without the written consent o...

Certain Intellectual Property. Any terms and conditions relating to intellectual property rights set forth in (a) this Supply Agreement, (b) any Accepted POs issued hereunder or (c) the Supplier Terms that are inconsistent with the terms and conditions contained in the Distribution Agreement, shall be subordinate to the terms of the latter.

Certain Intellectual Property. 13.[This section intentionally left blank.]..................30 4.14.

Certain Intellectual Property. As of the Closing, the Company disavows (with the consent of Buyer) any right, title or interest, if any, in and to the products, trade names, trademarks and businesses set forth on Schedule 4.12.

Certain Intellectual Property. (a) On or prior to the time of the applicable Closing Date, ARCO agrees to convey to Purchaser: (i) by means of the sale, transfer, assignment, conveyance and delivery to Purchaser of the ARCO Alaska Shares, the ATAI Shares, the Kuparuk Shares, the Oliktok Shares, the Alpine Shares, the ARCO Marine Shares and the UTP Holdings Shares, the intellectual property, inventions, technology, trademarks, trade names, trade secrets, copyrights, know-how, research material, technical information, seismic data, geological data, geophysical data, management information systems, software and software specifications, designs, drawings, plans (whether proposed or tentative, whether adopted, pending or implemented), specifications, processes and quality control data that, as of the date that the Consent Agreement is signed, are owned, in whole or in part (but only to the extent of such part), by or has been assigned to any ARCO Alaska Company, including any special analyses, interpretations and other derivatives from proprietary seismic, geological and geophysical data owned by ARCO Alaska relating to any hydrocarbons in Alaska or the geology of Alaska (the "ARCO ALASKA INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that ARCO Alaska Intellectual Property shall not include the ARCO Patents or any proprietary trade names or trademarks of ARCO; (ii) all patents, patent applications and inventions that, as of the date the Consent Agreement is signed, are owned, in whole or in part (but only to the extent of such part), by ARCO and primarily related to ARCO Alaska Businesses or otherwise primarily used by, for or in connection with an ARCO Alaska Company, in each case subject to any licenses to or other agreements with third parties in effect as of the date the Consent Agreement is signed (the "ARCO Patents"); and (iii) all proprietary seismic, geological and geophysical data that, as of the date that the Consent Agreement is signed, are owned, in whole or in part (but only to the extent of such part), by ARCO or its Subsidiaries relating to any hydrocarbons in Alaska or the geology of Alaska (the "ARCO SEISMIC DATA"). (b) On or prior to the First Closing Date, ARCO and Purchaser shall enter into a license agreement for the ARCO Intellectual Property pursuant to which

Certain Intellectual Property. That portion of the Imation Companies' Intellectual Property to be licensed pursuant to the License Agreement includes all of the intellectual property owned by the Imation Companies which is necessary for the operation of the Business. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES BY THE IMATION COMPANIES IN THIS AGREEMENT, THE IMATION COMPANIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. The Imation Companies make no representation or warranty with respect to any information concerning the Assets, the Business or the Imation Companies not expressly represented or warranted to in this Agreement, including, without limitation, except as otherwise expressly set forth in this Agreement (a) the information set forth in the Confidential Memorandum distributed by Greexx Xxxcxxx & Xompany LLC with respect to the Imation Companies and the Business or (b) any financial projection or forecast relating to the Assets, the Business or the Imation Companies. With respect to any such projection or forecast delivered by or on behalf of the Imation Companies to any Metatec Company each of the Metatec Companies acknowledges that (x) there are uncertainties inherent in such projections and forecasts and (y) each of the Metatec Companies is familiar with such uncertainties and takes full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts. None of the Metatec Companies shall have any claim against the Imation Companies, and the Imation Companies shall have no liability to the Metatec Companies with respect to any such disclaimed information, including, without limitation, the Confidential Information Memorandum or any financial projection or forecast relating to the Assets, the Business or the Imation Companies.

Certain Intellectual Property. The Intellectual Property described on Schedule 2(l)(13) and the Intellectual Property which is the subject of litigation in the case styled Contract Management Services, Inc. ("CMSI"), a Texas corporation; Xxxxxxxx Xxxxxx, an individual, and Xxxxxxx X. Xxxxxx III, an individual v. Travel Nurse International, Case No. CIV F-01-5317 SMS, filed in the Eastern District of California, Fresno Division..

Certain Intellectual Property. Borrower hereby grants Agent, for the benefit of Lenders, a world-wide irrevocable license or other right to use, without charge, Borrower's labels, rights of use of any name, tradenames, trademarks and advertising matter, or any assets and property of a similar nature (collectively, the "Intangible Rights"), as they pertain to the Collateral, in advertising for sale and selling any Collateral and Borrower's rights under all applicable licenses and license agreements related to the foregoing shall inure to Agent's benefit. Such license shall remain in full force and effect until all of the Liabilities have been repaid in full. Any transfer of or Lien on the Intangible Rights granted by Borrower to any other Person shall be subject in all respects to Agent's rights granted hereunder.

Certain Intellectual Property. Without limiting the representations and warranties contained in this Section 4.18 regarding the Intellectual Property owned or used by Total and its Subsidiaries, except as had not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Total, Total additionally represents and warrants with regard to certain Intellectual Property, that Total or any of its Subsidiaries own all right, title, and interest in and to the name and mark Total Research and as used in the business of Total or its Xxxxidiaries in connection with the goods and services offered under such name and mark in the United States, except as had not had, and would not rexxxxably be expected to have, individually or in the aggregate, a Material Adverse Effect on Total.

Certain Intellectual Property. All commercial and technical ------------------------------ information, including engineering, production and other designs, drawings, specifications, formulas, technology, computer programs, software, processes and proprietary information, trade secrets, copyrights and know-how, including, without limitation, those relating to the Super C protocol;