Material IP Sample Clauses

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 by the Company or any Guarantor to any Person.
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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. (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.

  • No Undisclosed Material Information The sale of the Offered Securities by such Selling Stockholder pursuant to this Agreement is not prompted by any material information concerning the Company or any of its subsidiaries that is not set forth the General Disclosure Package.

  • 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 Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment.

  • Material Inducement The expressions of intent, the waivers, the representations and warranties, the covenants, the agreements and the stipulations set forth in this Section are a material inducement to each of Lessor and Lessee in entering into this Lease.

  • 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 Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6 and at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by the Grantors.

  • 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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