IP Agreements Sample Clauses

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. The Disclosure Letter identifies under separate headings the name and parties to (i) each Contractual Obligation that is included in the Acquired Assets under which any Third Party has granted to the Seller Group 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) which is necessary for or used in the Business (“Inbound IP Agreements”) and each item of Registered Intellectual Property subject thereto, and (ii) each Contractual Obligation under which the Seller Group has granted to any Third Party a license or other current or contingent right (including without limitation any financial agreements in which Intellectual Property or Technology have been used as collateral) with respect to Intellectual Property or Technology which is necessary for or used in the Business (“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 the Disclosure Letter, there are no Contractual Obligations relating to the Intellectual Property or Technology of the Seller Group which are necessary for or used in the Business, nor is any entity in the Acquired Group bound by or a party to any Contractual Obligations with respect to the Intellectual Property or Technology of any other Person which are necessary for or used in the Business, 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 listed in the Disclosure Letter, no member of the Acquired Group is obligated under any undertaking or agreement to indemnify any Person against a charge of infringement of Intellectual Property. Except as disclosed in the Disclosure Letter, each of the IP Agreements (i) constitutes an Enforceable Contractual Obligation of the Seller Group, as applicable and as identified in the Disclosure Letter, and to the Seller’s Knowledge the other respective party or parties thereto, and is in full force and effect, (ii) will continue to be in full force and effect on identical terms immediately following the execution and performance of this Agreement, and (iii) represents the complete agreement and understanding between th...

IP Agreements. All IP Agreements that are material to the Acquired Businesses are disclosed in the Data Room.

IP Agreements. Notwithstanding Section 1.2(a) or Section 4.11 or anything else to the contrary contained in this Agreement, in addition to the matters described in Section 6.2(m), the Sale Order shall provide and declare that all right, title and interest of each Seller under each of the Contracts described on Exhibit 6.2(q) hereto (the "IP Agreements") shall, upon Closing, be transferred and assigned to and fully and irrevocably vest in Purchaser and remain in full force and effect, unless 61 63 Sellers shall have obtained consent to the assignment and assumption by Purchaser of the IP Agreements in form and substance reasonably satisfactory to Purchaser. The Sale Order shall also declare and include or be accompanied by findings of fact and conclusions of law of the Bankruptcy Court which, among other things, shall determine and declare: (a) that each IP Agreement is an executory contract of Sellers under Section 365 of the Bankruptcy Code; (b) that Sellers may assume each IP Agreement in accordance with Section 365 of the Bankruptcy Code; (c) that the Sellers may assign each IP Agreement in accordance with Sections 363 and 365 of the Bankruptcy Code; (d) that all other requirements and conditions under Sections 363 and 365 of the Bankruptcy Code for the assumption by Sellers and assignment to Purchaser of each IP Agreement have been satisfied; (e) that upon Closing, in accordance with Sections 363 and 365 of the Bankruptcy Code, Purchaser shall be fully and irrevocably vested in all right, title and interest of each licensee or sublicensee under each IP Agreement and that following the Closing, each IP Agreement shall remain in full force and effect; (f) [that the assignments of each IP Agreement is in good faith under Section 363(m) of the Bankruptcy Code; and (g)] that Sellers gave due and proper notice of such assumption and assignment to each licensor, sublicensor and other non-debtor party under each IP Agreement as well as to any sublicensees and parties in interest in the Bankruptcy Case. The Sale Order, and any related findings of fact and conclusions of law, with respect to the matters set forth in this Section 6.2(q) shall be in form and substance reasonably satisfactory to Purchaser.

IP Agreements. Copies of the Company’s standard form(s), including attachments, of non-exclusive licenses of the Company Products to end-users (collectively, the “Standard Form Agreements”) are attached to Section 2.13(h)(1) of the Disclosure Schedule. Other than (i) non-disclosure agreements and (ii) non-exclusive licenses of the Company Products to end-users (in each case of (i) and (ii), pursuant to any agreement that has been entered into in the ordinary course of business, and in the case of (ii) in a form that does not materially differ in substance from the Standard Form Agreements)), Section 2.13(h)(2) of the Disclosure Schedule lists all contracts, licenses and agreements to which the Company is a party and under which the Company has granted, licensed or provided any Company Intellectual Property and/or Technology owned by the Company to third parties (other than rights granted to contractors or vendors to use Company Intellectual Property and Technology for the sole benefit of the Company). The Company has not entered into any agreement to indemnify, hold harmless or defend any other Person with respect to any assertion of Infringement, other than indemnification provisions used in transactions arising in the ordinary course of business that do not materially differ in substance from the indemnification provisions set forth in Section 2.13(h)(3) of the Disclosure Schedule. To the Company’s Knowledge, no event or circumstance has occurred or exists (including the authorization, execution or delivery of this Agreement or the consummation of any of the transactions contemplated hereby) that would result in a material breach or violation of any license, sublicense or other agreement required to be listed in Section 2.13(h)(3) or Section 2.13(g) of the Disclosure Schedule or of any license to Shrink Wrap Code or any Standard Form Agreement to which the Company is a party.

IP Agreements. Intellectual Property Agreement, dated as of the date hereof, by and among CLSIP LLC and CBI Distributing Corp.

IP Agreements. The Company has delivered to Purchaser a complete and accurate copy of each Company IP Contract used by the Company, including each form of: (i) development agreement; (ii) employee agreement containing any assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision; (iii) consulting or independent contractor agreement containing any assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision; or (iv) confidentiality or nondisclosure agreement ( including any agreement with a current or former employee, consultant or independent contractor in which the employee, consultant or independent contractor expressly reserved or retained any Intellectual Property or Intellectual Property Rights incorporated in or used in connection with any Fluorinov Product or service or related to the Company's business, research or development).