RATIFICATION OF IP AGREEMENTS Sample Clauses

RATIFICATION OF IP AGREEMENTS. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of each IP Agreement, and acknowledges, confirms and agrees that each respective IP Agreement contains an accurate and complete listing of all Intellectual Property Collateral as defined in each such IP Agreement as otherwise supplemented by the Loan Agreement and any Perfection Certificate related thereto, shall remain in full force and effect. Notwithstanding the terms and conditions of each IP Agreement, the Borrower shall not register any Copyrights or Mask Works in the United States Copyright Office unless it: (i) has given at least fifteen (15) days’ prior-written notice to Bank of its intent to register such Copyrights or Mask Works and has provided Bank with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (ii) executes a security agreement or such other documents as Bank may reasonably request in order to maintain the perfection and priority of Bank’s security interest in the Copyrights proposed to be registered with the United States Copyright Office; and (iii) records such security documents with the United States Copyright Office contemporaneously with filing the Copyright application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy of the Copyright application(s) filed with the United States Copyright Office, together with evidence of the recording of the security documents necessary for Bank to maintain the perfection and priority of its security interest in such Copyrights or Mask Works. Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent Trademark Office for a patent or to register a trademark or service xxxx within fifteen (15) days of any such filing.
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RATIFICATION OF IP AGREEMENTS. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the IP Security Agreements and acknowledges, confirms and agrees that said IP Security Agreements contains an accurate and complete listing of all Intellectual Property Collateral as defined in said IP Security Agreement, which shall remain in full force and effect.
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RATIFICATION OF IP AGREEMENTS. (a) Everyday Health hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the Everyday Health IP Agreement, and acknowledges, confirms and agrees that the Everyday Health IP Agreement contains an accurate and complete listing of all Intellectual Property Collateral, as defined in the Everyday Health IP Agreement, and shall remain in full force and effect. (b) Media hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the Media IP Agreement, and acknowledges, confirms and agrees that the Media IP Agreement contains an accurate and complete listing of all Intellectual Property Collateral, as defined in the Media IP Agreement, and shall remain in full force and effect. (c) MedPage hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the MedPage IP Agreement, and acknowledges, confirms and agrees that the MedPage IP Agreement contains an accurate and complete listing of all Intellectual Property Collateral, as defined in the MedPage IP Agreement, and shall remain in full force and effect.
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RATIFICATION OF IP AGREEMENTS. (a) Everyday Health hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the Everyday Health IP Agreement, and acknowledges, confirms and agrees that the Everyday Health IP Agreement contains an accurate and complete listing of all Intellectual Property Collateral, as defined in the Everyday Health IP Agreement (except as set forth on Schedule 4 hereto), and shall remain in full force and effect. (b) Media hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the Media IP Agreement, and acknowledges, confirms and agrees that the Media IP Agreement contains an accurate and complete listing of all Intellectual Property Collateral, as defined in the Media IP Agreement (except as set forth on Schedule 4 hereto), and shall remain in full force and effect. (c) MedPage hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the MedPage IP Agreement, and acknowledges, confirms and agrees that the MedPage IP Agreement contains an accurate and complete listing of all Intellectual Property Collateral, as defined in the MedPage IP Agreement (except as set forth on Schedule 4 hereto), and shall remain in full force and effect.
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Related to RATIFICATION OF IP AGREEMENTS

  • Ratification of Agreements The Original Agreement as hereby amended is hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or affected by this Amendment, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Original Agreement as hereby amended. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, the Notes, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the Notes or any other Loan Document.

  • Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company.

  • Authorization of Agreements, Etc (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxx. (b) The Warrant has been authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

  • Authorization of Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.

  • Ratification of Agreement As supplemented by this Supplement, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Supplement shall be read, taken and construed as one and the same instrument.

  • Ratification of Existing Agreements All existing Dual Enrollment agreements between the Trustees and the Private School are hereby modified to conform to the terms of this agreement and the appendices of this document.

  • Ratification and Confirmation of Agreement In the event of a conflict between the terms of this Amendment and the Agreement, it is the intention of the parties that the terms of this Amendment shall control and the Agreement shall be interpreted on that basis. To the extent the provisions of the Agreement have not been amended by this Amendment, the parties hereby confirm and ratify the Agreement.

  • RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENT Borrower hereby ratifies, confirms, and reaffirms, all and singular, the terms and conditions of the IP Agreement and acknowledges, confirms and agrees that the IP Agreement contains an accurate and complete listing of all Intellectual Property.

  • Assignment of Agreements Each applicable Borrower shall have executed and delivered to Lender the Assignments of Agreements, and the Assignments of Agreements shall, to the extent prudent pursuant to local practice, have been irrevocably delivered to an authorized title agent for the Title Insurer for such recordation in the appropriate filing offices in the jurisdiction in which the applicable Individual Property is located.

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