Collateral; Intellectual Property Sample Clauses
The 'Collateral; Intellectual Property' clause establishes that intellectual property rights, such as patents, trademarks, copyrights, or trade secrets, may be used as collateral to secure an obligation or loan. In practice, this means that if a borrower defaults on their obligations, the lender may have the right to seize or control the specified intellectual property assets. This clause is essential for providing lenders with additional security, especially in transactions where intellectual property constitutes a significant portion of a company's value, thereby reducing the lender's risk and facilitating access to financing for IP-rich businesses.
Collateral; Intellectual Property. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.
Collateral; Intellectual Property. Each Loan Party owns the Collateral and, each Loan Party and Controlled Entity, owns the Intellectual Property, free of all Liens, except for Permitted Liens. Each Loan Party has the power and authority to grant to Agent a Lien in the Collateral as security for the Secured Obligations.
Collateral; Intellectual Property. Borrower has good title to the Collateral, free of Liens except Permitted Liens or Borrower has rights to each asset that is Collateral. Borrower has no other deposit account, other than the deposit accounts described in the Schedule. The Accounts are bona fide, existing obligations, and the service or property has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. The Collateral is not in the possession of any third party bailee (such as at a warehouse). All Inventory is in all material respects of good and marketable quality, free from material defects. Except as disclosed in Borrower's public filings with the SEC or as would not reasonably be expected to cause a Material Adverse Change, Borrower owns, possesses, licenses or has other rights to use its Intellectual Property that is necessary for Borrower to conduct its business as is conducted as of the date hereof.
Collateral; Intellectual Property. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral on or after the Grant Effective Date upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Diligence Certificate. To Borrower’s knowledge and belief, each Patent, Trademark or Copyright which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on the business of Borrower and its consolidated Subsidiaries, taken as a whole.
Collateral; Intellectual Property. In connection with this Agreement, the Credit Parties have delivered to Lender a completed certificate signed by each Credit Party (the “Perfection Certificate”). Each Credit Party represents and warrants to Lender that:
(a) (i) its exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) it is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth its organizational identification number or accurately states that it has none; (iv) the Perfection Certificate accurately sets forth its place of business, or, if more than one, its chief executive office as well as its mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, it (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (vi) all other information set forth on the Perfection Certificate pertaining to it is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Tranche A Closing Date to the extent expressly permitted by one or more provisions in this Agreement and the other Loan Documents to reflect changes since the Tranche A Closing Date). If any Credit Party is not now a Registered Organization but later becomes one, it shall promptly notify Lender of such occurrence and provide Lender with such Credit Party’s organizational identification number. Lender hereby agrees that the Perfection Certificate shall be deemed to be updated to reflect information provided in any notice delivered by any Credit Party to Lender pursuant to Section 6.2; provided that any such update shall not relieve any Credit Party of any other Obligation under this Agreement, including its Obligations pursuant to Section 5.7(b).
(b) (i) it has good title to, has rights in, and the power to transfer each item of Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder or under any Collateral Document, free and clear of any and all Liens except Permitted Liens, (ii) it has no deposit accounts, securities accounts, commodity accounts or other investment accounts other than (A) the deposit accounts, securities accounts, commodity accounts or other investment accounts des...
Collateral; Intellectual Property. Borrower has good title to the Collateral, free of Liens except Permitted Liens. The Accounts are bona fide, existing obligations, and the service or property has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. To Borrower's knowledge, all Inventory is in all material respects of good and serviceable quality, free from material defects. Except as disclosed pursuant to Borrower's public filings with the Securities and Exchange Commission or as would not reasonably be expected to cause a Material Adverse Change, Borrower owns, possesses, licenses or has other rights to use its Intellectual Property that is necessary for Borrower to conduct its business existing as of the Closing Date.