Common use of Intellectual Property and License Agreements Clause in Contracts

Intellectual Property and License Agreements. A list of all Registered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, and exclusive out-bound license or sublicense agreements (but, in each case, excluding in-bound licenses of over-the-counter and other software that is commercially available to the public and open source licenses in the Ordinary Course of Business), as of the Closing Date and, as updated pursuant to Section 4.15, is set forth on Schedule 3.19. Except for Permitted Licenses and Permitted Liens arising by operation of law, each Credit Party is the sole owner of its material Intellectual Property free and clear of any Liens. Each material patent owned or licensed by any Credit Party is valid and enforceable in all material respects and no part of the Material Intangible Assets has been judged invalid or unenforceable, in whole or in part, and to the best of Credit Parties’ knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party in any material respect.

Appears in 2 contracts

Samples: Assignment Agreement (Apyx Medical Corp), Credit, Security and Guaranty Agreement (ViewRay, Inc.)

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Intellectual Property and License Agreements. A list of all Registered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, and exclusive out-bound license or sublicense agreements agreements, or other rights of any Credit Party to use any Material Intangible Asset (but, in each case, but excluding in-bound licenses of over-the-counter and other software that is commercially available to the public and open source licenses in the Ordinary Course of Businesspublic), as of the Closing Date and, as updated pursuant to Section 4.15, is set forth on Schedule 3.19. Schedule 3.19 shall be prepared by Borrower in the form provided by Agent and contain all information required in such form. Except for Permitted Licenses and Permitted Liens arising by operation of lawLicenses, each Credit Party is the sole owner of its material Intellectual Property free and clear of any Liens. Each material patent owned or licensed by any Credit Party constituting a Material Intangible Asset is valid and enforceable in all material respects and no part of the Material Intangible Assets has been judged invalid or unenforceable, in whole or in part, and to the best of Credit Parties’ Borrower’s knowledge, no claim has been made that any part of the Intellectual Property constituting a Material Intangible Asset violates the rights of any third party in any material respectparty.

Appears in 2 contracts

Samples: Credit Agreement (Spectranetics Corp), Revolving Credit and Security Agreement (Spectranetics Corp)

Intellectual Property and License Agreements. A list of all Registered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, and exclusive out-bound license or sublicense agreements agreements, or other rights of any Credit Party to use Intellectual Property (but, in each case, but excluding in-bound licenses of over-the-counter and other software that is commercially available to the public and open source licenses in the Ordinary Course of Businesspublic), as of the Closing Date and, as updated pursuant to Section 4.15, is set forth on Schedule 3.19. Schedule 3.19 shall be prepared by Borrower in the form provided by Agent and contain all information required in such form. Except for Permitted Licenses and Permitted Liens arising by operation of lawLicenses, each Credit Party is the sole owner of its material Intellectual Property free and clear of any Liens (other than Permitted Liens). Each material patent owned or licensed by any Credit Party Patent is valid and enforceable in all material respects and no part of the Material Intangible Assets has been judged invalid or unenforceable, in whole or in part, and to the best of Credit Parties’ Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party party, which, either individually or in any material respectthe aggregate, could reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit and Security Agreement (EndoChoice Holdings, Inc.), Credit and Security Agreement (EndoChoice Holdings, Inc.)

Intellectual Property and License Agreements. A list of all Registered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, and exclusive out-bound license or sublicense agreements agreements, or other rights of any Credit Party to use Intellectual Property (but, in each case, but excluding in-bound licenses of over-the-counter and other software that is commercially available to the public and open source licenses in the Ordinary Course of Businesspublic), as of the Closing Date and, as updated pursuant to Section 4.15, is set forth on Schedule 3.19. Schedule 3.19 shall be prepared by Borrower in the form provided by Agent and contain all information required in such form. Except for Permitted Licenses and Permitted Liens arising by operation of lawLicenses, each Credit Party and each Subsidiary thereof is the sole owner of its material Intellectual Property free and clear of any Liens other than Permitted Liens. Each material patent owned or licensed by any Credit Party is valid and enforceable in all material respects and no part of the Material Intangible Assets has been judged invalid or unenforceable, in whole or in part, and to . To the best of Credit Parties’ Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party in any material respectparty, except as would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit and Security Agreement (PTC Therapeutics, Inc.)

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Intellectual Property and License Agreements. A list of all Registered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, and exclusive out-bound license or sublicense agreements agreements, or other rights of any Credit Party to use Intellectual Property (but, in each case, but excluding in-bound licenses of over-the-counter and other software that is commercially available to the public and open source licenses in the Ordinary Course of Businesspublic), as of the Closing Date and, as updated pursuant to Section 4.154.14, is set forth on Schedule 3.19. Schedule 3.19 shall be prepared by Borrowers in the form provided by Agent and contain all information required in such form. Except for Permitted Licenses and Permitted Liens arising by operation of lawLicenses, each Credit Party is the sole owner of its material Intellectual Property free and clear of any Liens. Each material patent owned or licensed by any Credit Party set forth on Schedule 3.19 is valid and enforceable in all material respects and no part of the Material Intangible Assets has been judged invalid or unenforceable, in whole or in part, and to the best of Credit PartiesBorrowers’ knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party in any material respectparty.

Appears in 1 contract

Samples: Credit and Security Agreement (TherapeuticsMD, Inc.)

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