Material IP Sample Clauses

Material IP. No Subsidiary of the Parent which is not a Guarantor shall own, or hold exclusive rights in, any Material IP.
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Material IP. Notwithstanding anything herein to the contrary, (x) all Material IP shall be owned by a Loan Party (other than Holdings), and Borrower shall not, nor shall it permit any of its Subsidiaries to, enter into any transaction the result of which is the sale, assignment, investment, distribution, dividend, exclusive licensing, transfer or other disposition, of Material IP to any Person and (y) any Subsidiary that is not a Loan Party that develops or acquires Material IP shall promptly comply with the requirements of Section 6.11 as if such Subsidiary were newly formed or acquired by a Loan Party.
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Material IP. (a) The Company and the Guarantors shall own all Material IP and no Material IP shall be permitted to be transferred (including, without limitation, any sale, disposition, investment, restricted payment or otherwise) by the Company or any Guarantor to any Person.
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Material IP. (a) The Company, the Guarantors and (for so long as it is an Excluded Subsidiary) Getaround SAS shall own all Material IP and no Material IP shall be permitted to be transferred (including, without limitation, any sale, disposition, investment, restricted payment or otherwise) by the Company, any Guarantor or (for so long as it is an Excluded Subsidiary) Getaround SAS to any Person.
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Material IP. Each Acquired Company owns, or possesses valid licenses to use, any Material IP (as defined below) licensed or used by any Acquired Company without conflict with the rights of others. Set forth on Section 3.13(b) of the Seller Disclosure Schedule is a description of all (i) software, domain names, trademarks, trade names, trade dress, assumed or fictitious business names, service marks and registered copyrights (if any) for any of the foregoing that are owned or used by the Acquired Companies in the ordinary course of their respective businesses as of, and immediately prior to, the date hereof, other than Immaterial IP (collectively, “Material IP”); (ii) written license or other written [***Confidential Treatment Requested] agreements in effect as of the date hereof under which the Acquired Companies grant any Person rights to use any of the Material IP and/or Immaterial IP, and (iii) written license or other written agreements in effect as of the date hereof pursuant to which any of the Acquired Companies obtained the right to use any Material IP and/or, to the Acquired Companies’ Knowledge, any Immaterial IP owned by any third Person. To the Acquired Companies’ Knowledge, none of the Acquired Companies’ require any material trademarks, service marks, copyrights, patents, trade names or trade secrets of any third Person other than the Material IP to conduct their respective businesses as such businesses are conducted immediately prior to the date hereof.
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Material IP. Subject to the Perfection Exceptions, cause, at all times, all Material IP to be owned by a Loan Party and to be included in the Collateral.
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Material IP 
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Related to Material IP

  • Material Information As of the date hereof, as of the Closing Date and as of the Additional Closing Date, as the case may be, the sale of the Shares by such Selling Stockholder is not and will not be prompted by any material information concerning the Company which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

  • Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right CONTROLLED by such PARTY as of the EFFECTIVE DATE.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

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