Special Provisions Regarding Intellectual Property Sample Clauses

Special Provisions Regarding Intellectual Property. If Borrower owns any registered trademarks or patents, the special provisions related to trademarks and patents set forth in Exhibit B apply and are hereby incorporated by reference. The security interest granted herein shall not extend to and the term “Collateral” shall not include the following “Excluded Property”: (a) intellectual property in relation to which any applicable law or regulation, or any agreement with a domain name registrar or any other Person entered into by the Borrower in the ordinary course of business and existing on the Effective Date, prohibits the creation of a security interest therein or would otherwise invalidate such Borrower’s right, title or interest therein or (b) any United States intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability, or resulting in the voiding, of such intent-to-use trademark application or any registration issuing therefrom under applicable federal law.
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Special Provisions Regarding Intellectual Property. Prior to the Closing, Purchaser shall download or otherwise obtain licenses (from a Person other than Seller or its Affiliates) to the Open Source Code necessary to facilitate the proper functioning and operation of any Software received under this Agreement. Notwithstanding any other provision of this Agreement or any Ancillary Agreement, Purchaser expressly acknowledges, and Purchaser and Seller mutually agree, that (i) no transfer of Open Source Code is included with the Purchased Assets; (ii) the transfer of the Purchased Assets or any other Software hereunder will not constitute either an actual or deemed distribution of Open Source Code by Seller or its Affiliates; (iii) Seller and its Affiliates are not selling, leasing, licensing, sub-licensing, assigning or otherwise disposing of any Open Source Code or components thereof under this Agreement or any Ancillary Agreement; and (iv) the use by Purchaser of any Open Source Code in connection with the Purchased Assets or otherwise, will not subject Seller or its Affiliates to any open source terms or licenses or Copyleft Results relating to such Open Source Code. Purchaser is responsible for obtaining its own licenses to all Open Source Code it may require in connection with its business, including without limitation, Open Source Code or software relating to or used in connection with the Purchased Assets. Purchaser acknowledges that in the event Seller agrees to provide Purchaser with any Open Source Code, Seller has only acted as an agent in the retrieval of open source and Seller has not engaged in a distribution to Purchaser of the Open Source Code used in connection with any Software received from Seller or its Affiliates. To the extent that Purchaser has received any Open Source Code, Purchaser is deemed to have received such code directly from the applicable public open source repository under the applicable open source license and Seller is not a party to such transaction. If and to the extent, notwithstanding the foregoing, a distribution or other activity that may trigger rights on behalf of Purchaser under terms contained in a XXXX License (as defined below), is construed to have taken place hereunder, Purchaser acknowledges that it may have additional rights under certain open source and free software licenses that apply to Open Source Code, including but not limited to rights under various versions of the General Public License, the Lesser General Public License, or any other license with a...
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Special Provisions Regarding Intellectual Property. 10 (a) Applications..............................................10 (b) Restriction on Licensing Intellectual Property............11 1.8 Holder May Perform; Holder Appointed Attorney-in-Fact...........11 1.9 Recording Documentation to Assure Lien; Fees and Expenses.......11 1.10 Payment of Taxes, Insurance Premiums, Assessments; Compliance with Law and Insurance Requirements. ..........................12 1.11 Certain Tax Law Changes.........................................15 1.12
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Special Provisions Regarding Intellectual Property 
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Related to Special Provisions Regarding Intellectual Property

  • Certain Additional Actions Regarding Intellectual Property If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

  • Intellectual Property Matters A. Definitions

  • OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION 4.1 All information, ideas, concepts, improvements, discoveries, works of authorship, and inventions, whether patentable or copyrightable or not, which are conceived, reduced to practice, authored, made, developed or acquired by Employee, individually or in conjunction with others, in the scope of Employee's employment by Employer or any of its affiliates, and/or during the term of Employee’s employment (whether during business hours or otherwise and whether on Employer's premises or otherwise) which relate to the business, products or services of Employer or its affiliates (including, without limitation, all such information relating to any corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all documents, things, writings and items of any type or in any media embodying any of the foregoing (collectively, “Developments”), and any and all proprietary rights of any kind thereto, including without limitation all rights relating to patents, copyrights, trade secrets, and trademarks, shall be the sole and exclusive property of Employer or its affiliates, as the case may be. Employee hereby assigns to Employer any and all rights Employee might otherwise have in and to any such Developments, and any and all proprietary rights of any kind thereto, including without limitation all rights relating to patents, copyrights, trade secrets, and trademarks.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Certain Provisions Concerning Intellectual Property Collateral SECTION 6.1.

  • Intellectual Property and Information Technology (a) Section 5.20(a) of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of all Company Products.

  • 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 Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • Intellectual Property and Confidentiality 9.1 All intellectual property rights in and relating to the goods we supply to you, their manufacture, development and creation (including improvements to them) will be or remain ours and you will, at our request, do any act and execute any documents necessary to confirm such rights.

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