Intellectual Property License Agreements. Each Loan Party owns or licenses or otherwise has the right to use all Intellectual Property that is material and necessary and useful to continue to conduct its Business as heretofore conducted by it or proposed to be conducted, details of all of which as of the Closing Date are described in Schedule 7.1(g). As of the date hereof, no Loan Party has any Intellectual Property registered, or subject to pending applications, in the United States Patent and Trademark Office, the Canadian Intellectual Property Office or any similar office or agency in the United States, Canada, Australia, any State or Province thereof, any political subdivision thereof or in any other country, other than those described in Schedule 7.1(g). and has not granted any licenses with respect thereto other than as set forth in Schedule 7.1(g). No event has occurred which permits or would permit after notice or passage of time or both, the revocation, suspension or termination of such rights and each Loan Party will be entitled to continue to use, practice and exercise rights in all of the Intellectual Property. To the Borrower’s knowledge, no slogan or other advertising device, product, process, method, substance or other Intellectual Property or goods bearing or using any Intellectual Property presently contemplated to be sold by or employed by any Loan Party infringes any patent, trademark, servicemark, tradename, copyright, license or other Intellectual Property owned by any other Person presently and no claim or litigation is pending or, to the Borrower’s knowledge, threatened against or affecting any Loan Party contesting its right to sell or use any such Intellectual Property. Schedule 7.1(g) sets forth all of the agreements or other arrangements of the Loan Parties pursuant to which any Loan Party has a license or other right to use any trademarks, logos, designs, representations or other Intellectual Property owned by another person as in effect on the date hereof and the dates of the expiration of such agreements or other arrangements of any Loan Party as in effect on the date hereof (collectively, together with such agreements or other arrangements as may be entered into by a Loan Party after the date hereof, collectively, the “Licenses” or “License Agreements” and individually, a “License” or “License Agreement”).
Intellectual Property License Agreements. (a) In consideration of the grant described in Section 9.04(b), Lockheed Xxxxxx shall xxxxx to Newco, effective as of the Closing Date and pursuant to a License Agreement, a fully paid-up, worldwide, perpetual, non-exclusive license in respect of all Intellectual Property owned by Lockheed Xxxxxx that is used or currently planned for use by the Business (but not constituting Transferred Assets) on the Closing Date, for such uses and currently planned uses by Newco and its Affiliates. Such license shall not be transferable by Newco other than in connection with the sale or transfer of all or a substantial portion (it being understood that the sale of a Business Unit shall be deemed a substantial portion) of the Business by Newco.
(b) In consideration of the grant described in Section 9.04(a), Newco shall grant to the Lockheed Xxxxxx Companies, effective as of the Closing Date and pursuant to a License Agreement, a fully paid-up, world-wide, perpetual, non-exclusive license in respect of all Intellectual Property constituting Transferred Assets (i) that is used or currently planned for use by the Lockheed Xxxxxx Companies (other than the Business Units) on the Closing Date, for such uses and currently planned uses by Lockheed Xxxxxx and its Affiliates or (ii) used by Newco after the Closing Date in connection with the manufacture of any products for sale to, or the provision of any services to, any of the Lockheed Xxxxxx Companies pursuant to any agreement between Newco and any of the Lockheed Xxxxxx Companies that is breached by Newco, for use by Lockheed Xxxxxx and its Affiliates in making or using such products or providing such services (other than in the case of clause (ii), the duration for which shall be an appropriate length of time to permit completion of manufacture or services). The license granted pursuant to clause (i) of the preceding sentence shall be effective as of the Closing Date and the license granted pursuant to clause (ii) of the preceding sentence shall be effective as of the date that the agreement described therein is breached by Newco. Such license shall not be transferable by Lockheed Xxxxxx other than in connection with the sale or transfer of all or a substantial portion of a business by Lockheed Xxxxxx.
(c) Newco acknowledges and agrees that it shall hold all Intellectual Property constituting part of the Transferred Assets subject to any licenses thereof granted by Lockheed Xxxxxx and its Affiliates prior to the Closing Date.
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Intellectual Property License Agreements. In the ordinary course of business, the Companies enter into intellectual property license agreements with vendors. Such intellectual property license agreements are primarily for the use of vendors’ software. TCS Holdings, Inc. TCS Gift Card Services, LLC TCS Installation Services, LLC Payment Credit Card and Debit Xxxx Payment Processing Agreement, dated as of August, 2010, between The Container Store, Inc. and Paymentech, L.P. Payment Credit Card Processing Agreement, dated as of March 9, 2003, between The Container Store, Inc. and American Express Travel Related Services Company, Inc. (“AMEX”). Payment Credit Card Processing Agreement, dated September 21, 2005, between The Container Store, Inc. and Discover Financial Services, LLC (“Discover”). The Container Store, Inc. Texas SOS First Sierra Financial, Inc. Leased Equipment 10/27/1999 99-217123 07/30/2009 09-00215672 The Container Store, Inc. Texas SOS First Sierra Financial, Inc. Leased Equipment 01/05/2000 00-402461 10/15/2009 09-00288582 The Container Store, Inc. Texas SOS Highline Capital Leased Equipment 03/14/2000 00-452932 01/13/2010 10-00011421 The Container Store, Inc. Texas SOS Highline Capital Leased Equipment 05/22/2000 00-503521 02/09/2010 10-00038218 The Container Store, Inc. Texas SOS Xxxxx Fargo Equipment Finance, Inc. Specific Equipment 09/16/2003 04-0041933882 07/29/2008 08-00253208 The Container Store, Inc. Texas SOS Cisco Systems Capital Corporation Leased Equipment 02/27/2004 04-0058709487 02/18/2009 09-00048027 The Container Store, Inc. Texas SOS Midfirst Bank Specific Equipment 05/09/2007 07-001564987 The Container Store, Inc. Texas SOS Xxxxx Fargo Financial Leasing, Inc. Leased Equipment 04/08/2011 11-0000000000 The Container Store, Inc. Texas SOS United Rental Northwest, Inc. Specific Equipment 12/07/2011 11-0035598193 The Container Store, Inc. Texas SOS Xxxxx Fargo Financial Leasing, Inc. Leased Equipment 01/03/2012 12-0000206778 Equipment Lease Agreement, dated as of October 16, 2006, between First Equipment Company and The Container Store, Inc., which lease constitutes an approximate aggregate outstanding indebtedness amount of $18,005 as of March 31, 2012. SW License Lease, dated as of September 2008, between The Container Store, Inc. and Cisco Systems Capitol Corporation, which lease constitutes an approximate aggregate outstanding indebtedness amount of $141,981 as of March 31, 2012. Agreement to pay, dated as of January 3, 2012, between TCS Installation Services, LLC (“...
Intellectual Property License Agreements. One or more license agreements to the Intellectual Property with the terms and conditions set forth in Exhibit 4.2.6(a), Exhibit 4.2.6(b), Exhibit 4.2.6(c), Exhibit 4.2.6(d) and Exhibit 4.2.6(e), and in forms to be agreed upon by the Parties prior to the Closing (the “Intellectual Property License Agreements”);
Intellectual Property License Agreements. The Intellectual Property License Agreements;
Intellectual Property License Agreements and the section (also a “Section”) captioned “GSK Collaboration Agreement and Stock Purchase” in each of the Registration Statement and Prospectus Supplement. Specifically, based on facts known to us at this time and without having made an investigation, we are of the opinion as to the Company’s patents and patent applications owned by or exclusively licensed to the Company that are and/or were both (a) prosecuted or are being prosecuted by us and (b) listed in the attached Schedule A (the “Owned Patents”) and patents and patent applications owned by third parties that we have not prosecuted and that have been licensed to the Company (collectively with the Owned Patents, the “Patents”):
Intellectual Property License Agreements. Based on facts known to us at this time and without having made an investigation, we are of the opinion as to the Company’s patents and patent applications owned by or exclusively licensed to the Company that are and/or were both (a) prosecuted or are being prosecuted by us and (b) listed in the attached Schedule A (the “Owned Patents”) and patents and patent applications owned by third parties that we have not prosecuted and that have been licensed to the Company (collectively with the Owned Patents, the “Patents”):
Intellectual Property License Agreements. At Closing, Transferor and Buyer shall deliver the Intellectual Property License Assignment Agreement executed by Transferor and Buyer substantially in the form attached hereto as Exhibit F (the “Intellectual Property License Assignment Agreement”). At Closing, Transferor and Buyer shall deliver the Retained Intellectual Property License Agreement executed by Transferor and Buyer substantially in the form attached hereto as Exhibit G (the “Retained IP License Agreement” and together with the Intellectual Property License Assignment Agreement, the “Intellectual Property License Agreements”).
Intellectual Property License Agreements. The Intellectual Property License Agreements to be executed between the Seller and the Buyer (or their designees) at the Closing, substantially in the form of Exhibit 1(f). "Intercompany Indebtedness" As defined in Section 2.4. "Interest Amount" As defined in Section 2.3(j). "Interim Financial Statements" As defined in Section 4.6(a). "Inventory" The inventories, wherever located and as of the Closing Date, of raw materials, work in progress, finished Business Products and packaging and labeling material exclusively used or held for use exclusively in the operation or conduct of the Business, other than those of the Companies. "IRS" The Internal Revenue Service of the United States. "Italian Subsidiary" Novartis Consumer Health SpA "Know-How" Each of the following items as they relate to the development, manufacturing, sale and distribution of the Business Products and exist in a written or electronically saved form: all confidential or proprietary information, including all product composition data and specifications, recipes, packaging specifications, research and development data as well as purchasing and marketing data and procedures, technologies in development, instructions, formulae and information, manufacturing drawings, engineering drawings, manuals, designs, lab journals, notebooks, schematics, blue prints, research and development reports, technical information, design and engineering specifications, including those related to products under development. "Leased Real Property" As defined in Section 4.10(b). "Legal Requirement" Any federal, national, state, local, cantonal, international, multinational or administrative order, law, ordinance, regulation, statute or treaty. "Liabilities" Any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Legal Requirement, Proceeding or any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority and those arising under any contract, agreement, arrangement, commitment or undertaking. "Loss" As defined in Section 6.1(a). "Material Adverse Effect" Any event, circumstance, change in or effect on the Business that, individually or in the aggregate, is materially adverse to the results of operations or the financial condition of the Business taken as a whole; provided, however, that the following events, circumstances, c...
Intellectual Property License Agreements. 9.4.1. Copies of all material License Agreements and other agreements in relation to the IP (including assignment agreements) are provided in the Data Room.
9.4.2. The Company and the Subsidiaries have not been granted any IP Rights or licenses to use or exploit third party IP Rights, whereof the loss, termination or expiration would cause material adverse effect to the operation of the Company or the Subsidiaries’ business and which loss, termination or expiration is likely to occur on, or within 12 months after the Closing Date.
9.4.3. All the fees payable by the Company or the Subsidiaries under License Agreements and other agreements (including assignment agreements) relating to the IP Rights (other than IP) used by the Company or the Subsidiaries, have been paid up to the Closing Date.
