Specified Intellectual Property Clause Samples
The 'Specified Intellectual Property' clause defines which intellectual property rights are explicitly covered or referenced within the agreement. It typically lists or describes particular patents, trademarks, copyrights, or other IP assets that are subject to the contract’s terms, ensuring all parties are clear about which IP is included. This clause is essential for preventing ambiguity or disputes over the scope of intellectual property rights being transferred, licensed, or otherwise affected by the agreement.
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Specified Intellectual Property. Notwithstanding any provision to the contrary contained in this Financing Agreement, CIT may not assert any right, title or interest in or to the Specified Intellectual Property (other than the commencement of foreclosure proceedings upon the occurrence of an Event of Default) unless, during the period extending ninety (90) days after the commencement of such foreclosure proceedings, the Companies have not satisfied all Obligations consisting of and arising from the Initial Additional Term Loan.
Specified Intellectual Property. (a) The details of the Specified Intellectual Property appearing or referred to in Schedule 7:
(i) are true, accurate, and complete in all material respects; and
(ii) no Chargor is the owner of any interest in any other registered Intellectual Property material to its business which is not identified in that Schedule.
(b) The Chargors are the sole legal and beneficial owners of any Specified Intellectual Property referred to in Clause 4.8(a) and there are no (i) Security Interests, nor (ii) any options, rights of pre-emption, licences, agreements or other third party interests of any nature, affecting any such Specified Intellectual Property, other than those which are specifically identified in Schedule 7.
(c) Nothing has been done or has been omitted to be done by or with the consent of the Chargors whereby any person (including any relevant registrar or other applicable authority) might reasonably be expected successfully (i) to seek cancellation or rectification or any other modification of any registration of or application for registration, in any jurisdiction, of any Specified Intellectual Property which is registered or subject to an application for registration in such jurisdiction, or (ii) to challenge the legality or validity of any such registration or application.
(d) No Chargor is aware of any circumstances which would be likely to entitle a third party to a licence, permission, consent or assignment of, or in respect of, any Specified Intellectual Property or other Intellectual Property right.
(e) No Chargor is aware of any actions, claims or allegations against any third party alleging infringement of any Specified Intellectual Property, nor of any facts, matters or circumstances which could reasonably be expected to give rise to any such action, claim or allegation.
(f) No Chargor is aware of any pending or anticipated actions, claims, counter-claims, applications or allegations impugning the validity or enforceability of any Specified Intellectual Property or its ownership of it, nor of any facts, matters or circumstances which could reasonably be expected to give rise to any such action, claim, counter-claim, application or allegation.
(g) No Chargor has done or omitted to do any act in relation to any Specified Intellectual Property which has resulted or which could reasonably be expected to result in any breach or infringement of any third party's intellectual property rights.
(h) All renewal fees due in respect of the registrations fo...
Specified Intellectual Property. Schedule 4.17 is a complete list of all Specified Intellectual Property, including the owner of each item and the application, registration or patent number of each item, except for any additional item of Specified Intellectual Property which has been acquired by an Obligor but which the Borrower is not yet required to disclose to the Administrative Agent pursuant to Section 5.17.
Specified Intellectual Property. A Receiver may in respect of any Specified Intellectual Property:
(a) make such registrations and pay such fees, renewal fees, registration taxes and similar amounts as he thinks fit to keep such Specified Intellectual Property in force;
(b) take such steps as he thinks fit (including, without limitation, the institution of legal proceedings and the incurring of advertising expenditure) to police such Specified Intellectual Property in any territory and to prevent third parties infringing it and otherwise to maintain and preserve its value;
(c) if he thinks fit, abandon or cancel such Specified Intellectual Property or permit its registration (or application for registration) in any jurisdiction to lapse or to permit it to become liable to a claim for abandonment for non-use or otherwise.
Specified Intellectual Property. As of the Effective Date, the Companies acknowledge and agree that the Specified Intellectual Property shall secure all of the Obligations pursuant to the terms of the amendments to the Financing Agreement hereinafter set forth.
Specified Intellectual Property. On the date of this Deed, the details of the Specified Intellectual Property appearing or referred to in Schedule 6 (Specified Intellectual Property):
(a) are true, accurate, and complete in all material respects; and
(b) no Chargor is the owner of any interest in any other material registered Intellectual Property Rights which are not identified in that Schedule.
Specified Intellectual Property. All Seller IP used in the Acquired Business as it is being, and as it has been since December 31, 1999, conducted by the Seller including the Seller IP listed on SCHEDULE 2 (the "SPECIFIED IP");
Specified Intellectual Property. As of the Effective Date, the Companies acknowledge and agree that the Specified Intellectual Property Collateral shall secure the Obligations consisting of and arising from the Initial Term Loan in addition to the Obligations consisting of and arising from the Initial Additional Term Loan pursuant to the terms of the amendments to the Financing Agreement hereinafter set forth.