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. 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. The contracts and licenses listed on Exhibit A-5 (the “IP Agreements”).
IP Agreements. 6
A. Reference is made to the Credit Agreement, dated as of June 19, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CENTURYLINK, INC. (the “Borrower”), the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time, Bank of America, N.A., as administrative agent and collateral agent, and the other parties party thereto.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Collateral Agreement.
IP Agreements. The Company and Logitech shall have executed and delivered the IP Agreements in the form set forth in Exhibit U.
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.
IP Agreements. Copies of the Company’s standard form(s) of non-disclosure agreement and the Company’s standard form(s) of non-exclusive licenses of the Company Products to customers (collectively, the “Standard Form Agreements”) are attached to Schedule 2.17(d)(1) and Schedule 2.17(d)(2) respectively. Other than (i) non-disclosure agreements and (ii) non-exclusive licenses of the Company Products to end-user customers (in each case of (i) and (ii), pursuant to any agreement that has been entered into in the ordinary course of business consistent with past practices that does not materially differ in substance from the Standard Form Agreement and for which the total of all payments that have been paid or are owed to the Company thereunder as of the date hereof does not exceed $50,000 in any case), and (iii) other than licenses granted to software application providers to use the object code related to the Company Products for such provider solely to develop an interface for the use of such provider’s application software with the Company Products. Schedule 2.17(d)(3) lists all contracts, licenses and agreements to which the Company or any of its Subsidiaries is a party and under which the Company or any of its Subsidiaries has granted, licensed or provided any Company Intellectual Property and/or Technology to third parties (other than rights granted to contractors or vendors to use the Company Intellectual Property and Technology for the sole benefit of the Company or any Subsidiary thereof).
IP Agreements. Except for Contracts that are Inbound Exclusions or Outbound Exclusions, the Company has Made Available to Parent complete and accurate copies of each Company Contract relating to Intellectual Property used by any of the Acquired Companies.
IP Agreements. With the exception of the Scheduled Licenses, the LGES Releases and those items listed in Section 2.11(e) of the Seller Disclosure Schedule, Seller has not granted any options, licenses or agreements of any kind relating to any Seller Owned IP.
