IP Agreements. The Loan Parties shall not terminate, amend, waive, supplement or otherwise modify any IP Agreement or any provision thereof or exercise any right or remedy under or pursuant to or under any IP Agreement, in each case, without the prior written consent of the Required Lenders if such termination, amendment, waiver, supplement or modification or exercise of remedies would reasonably be expected to result in a Material Adverse Effect; provided that (i) termination of any IP Agreement or any amendment to the termination provisions thereof, or (ii) any amendment to an IP Agreement that (A) materially and adversely affects rights to the SkyMiles Intellectual Property or rights to use SkyMiles Intellectual Property or in the case of the Contribution Agreements, rights to or rights to use other applicable Collateral, (B) shortens the scheduled term thereof, (C) in the case of any IP License, materially and adversely changes the amount or calculation of the termination payment, or the amount, calculation or rate of fees due and owing thereunder, (D) changes the contractual subordination of payments thereunder in a manner materially adverse to the Lenders, (E) reduces the frequency of payments thereunder to an SPV Party or permits payments due to an SPV Party thereunder to be deposited to an account other than the Collection Account, (F) changes the amendment standards applicable to such IP Agreement (other than changes affecting rights of the Administrative Agent or the Master Collateral Agent to consent to amendments, which is covered by clause (G)) in a manner that would reasonably be expected to result in a Material Adverse Effect or (G) materially impairs the rights of the Administrative Agent or the Master Collateral Agent to enforce or consent to amendments to any provisions thereof in accordance therewith shall, in each case, be deemed to have a Material Adverse Effect.
IP Agreements. Other than licenses with respect to commercially available equipment, components or products (including software products under standard end-user object code license agreements, Section 2.8(b) of the Company Disclosure Document contains a complete and accurate list of all outstanding options, licenses, agreements, source code escrow agreements to which, prior to the execution of the Asset Transfer Agreement and the consummation of the transactions contemplated thereunder, the Company is a party which include the grant or receipt of rights to, or include any claims, encumbrances, liens or shared ownership interests of in, Intellectual Property of the Company or any third party. To the Company’s Knowledge, the owners of any Intellectual Property licensed to the Company have taken all necessary and desirable actions to maintain and protect the Intellectual Property that is subject to such licenses. There have been no claims made against the Company by a third party asserting the invalidity, misuse or unenforceability of any of such Intellectual Property licensed to the Company that were actually used by Company prior to the Effective Time in the conduct of, or that are necessary for Company’s continuing conduct of, the Current Company Business. The Company has not received any written notices of any infringement or misappropriation by Company in its conduct of the Current Company Business of any Intellectual Property of any third party (including without limitation, any written demand or unsolicited request that the Company license any rights from a third party).
IP Agreements. The contracts and licenses listed on Exhibit A-5 (the “IP Agreements”).
IP Agreements. For the purpose of enabling Lender to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral) at such time as Lender shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Lender (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all real Property owned, operated, leased, subleased or otherwise occupied by such Grantor.
IP Agreements. Section 3.13.2 of the Disclosure Schedule identifies under separate headings (i) each Contractual Obligation or other arrangement under which any third party has granted to the Company a license or other current or contingent rights with respect to Intellectual Property or Technology (other than non-exclusive licenses to use Off-the-Shelf Software) (“Inbound IP Agreements”) and each item of Registered Intellectual Property subject thereto, and (ii) each Contractual Obligation or other arrangement under which the Company has granted to any third party a license or other current or contingent rights (including without limitation any financial agreements in which Intellectual Property or Technology have been used as collateral) with respect to Intellectual Property or Technology (“Outbound IP Agreements” and together with the Inbound IP Agreements, the “IP Agreements”) and each item of Registered Intellectual Property subject thereto. Other than the IP Agreements identified in Section 3.13.2 of the Disclosure Schedule and the Contractual Obligations identified in Section 3.18 of the Disclosure Schedule, the Company is not a party to any options, licenses, agreements, or covenants of any kind relating to the Intellectual Property or Technology of the Company, nor is the Company a party to any options, licenses, agreements, or Enforceable covenants of any kind with respect to the Intellectual Property or Technology of any other Person, including without limitation, consulting agreements, agreements with government agencies or economic development authorities, agreements with universities, sponsored research agreements, and non-disclosure agreements with other Persons. Except as provided in the Outbound IP Agreements identified on Section 3.13.2 of the Disclosure Schedule, the Company is not obligated to indemnify any Person against a charge of infringement of Intellectual Property. Each of the IP Agreements (i) constitutes an Enforceable Contractual Obligation of the Company and, to the Company’s Knowledge, the other respective party or parties thereto, and, to the Company’s Knowledge, is in full force and effect, (ii) assuming there are no facts or circumstances concerning the Buyer or its Affiliates that would cause this clause (ii) to be untrue, will be in full force and effect on substantially similar terms immediately following the Closing and (iii) represents the complete agreement between the Company and the other respective party or parties thereto rela...
IP Agreements. (a) Trademark Purchase and Assignment Agreement, (b) Trademark Assignment, and (c) Trademark License Agreement, each by and between Apex, LLC and Garden Ridge Finance Corporation, dated December 17, 2013, each relating to the acquisition by Garden Ridge Finance Corporation from Apex, LLC of the AT HOME (stylized) trademark represented by U.S. Trademark Registration number 2,273,201. Schedule 5.17(b) to the Credit Agreement Credit Card Arrangements
IP Agreements. 1. Master Agreement, by and between Workday, Inc. and CEC Entertainment Concepts, L.P., dated as of March 7, 2012, as amended.
IP Agreements. Concurrently with the conclusion of the Closing, the Parties shall duly execute and deliver to each other the IP Agreements.
IP Agreements. 1. Settlement, License, and Release Agreement, by and between Xxxxxxx X. Xxxxxx and CEC Entertainment, Inc., dated as of August [_], 2013.
IP Agreements. Schedule 1.84 contains a true and correct list of the Seller IP Contracts which are currently in effect. Seller has Made Available to Purchaser a complete and accurate copy of each Seller IP Contract used by the Seller which are currently in effect, including each such: (i) end user license and/or service agreement; (ii) development agreement; (iii) distributor or reseller agreement; (iv) agreement, whether with an employee, consultant, other person in the creation or development of any Seller IP, or otherwise, containing any assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision; (v) professional services, outsourced development, consulting, or independent contractor agreement containing any assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision; or (vi) confidentiality or nondisclosure agreement.
