Company Intangibles definition

Company Intangibles shall have the meaning set forth in Section 3.13(a) of this Agreement.
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Company Intangibles is defined in Section 5.6.
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Company Intangibles means any Intangible that is used, held for use, marketed, maintained, supported, operated, under development or design, licensed, or with respect to which rights are granted in connection with, related to, pursuant to, in the conduct of, or as part of the Business, or any Intangible that is owned, in whole or in part, solely or jointly with one or more other Persons, by the Company.
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Examples of Company Intangibles in a sentence

  • There is no governmental prohibition or restriction on the use of any of the Company Intangibles in any jurisdiction in which the Acquired Companies conduct business or on the export or import of any of the Company Intangibles from or to any jurisdiction in which the Acquired Companies conduct business.

  • Each of the Acquired Companies has taken commercially reasonable steps (in accordance with Software and data processing industry standards) to maintain the confidentiality of all trade secrets and copyrights with respect to the Company Intangibles.

  • Each of the Acquired Companies has good and valid title to, and has the full right to use, all of the Company Intangibles owned, purported to be owned, developed or under development by any of the Acquired Companies (collectively, “Owned Company Intangibles”), and the full right to use all other Company Intangibles, in each case free and clear of any Encumbrance.

  • Company, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the Company Intangibles (excluding Commercially Available Software).

  • Except with respect to demonstration or trial copies, no portion of any Company Intangibles, including, to the Company’s knowledge, any Commercially Available Software, contains any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware, or data without the consent of the user.

  • To Company’s Knowledge, no third party has materially interfered with, infringed upon or misappropriated any Intellectual Property rights of Company or any of its Subsidiaries in the Company Intangibles.

  • Except as set forth on Schedule 5.6 or would not reasonably be expected to have a Material Adverse Effect, the rights of Target Companies with respect to the Company Intangibles listed on Schedule 5.6 will not be adversely affected by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

  • Except as disclosed on Schedule 5.6, use by the Target Companies of the Company Intangibles does not infringe any rights of any third party and to the Company's knowledge, no activity of any third party infringes upon the rights of the Target Companies with respect to any of the Company Intangibles, in each case except where such infringement would not reasonably be expected to have a Material Adverse Effect.

  • The Company Intangibles constitute all of the Intangibles (other than commercially available software programs and other than Intangibles associated with Inventory) currently used by the Target Companies in the operation of the Business, except as would not have a Material Adverse Effect.

  • Except as disclosed on Schedule 5.6, there is no license or other Contractual Obligation under which the Company is a licensor with respect to any Company Intangibles.

Related to Company Intangibles

  • General Intangibles is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

  • Payment Intangibles “Proceeds”; “ Records”; “Securities Account”; “Securities Intermediary”; “Security Entitlement”; “Supporting Obligations”; and “Tangible Chattel Paper.”

  • Payment intangible means a general intangible under which the account debtor's principal obligation is a monetary obligation.

  • General Intangible means any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction. The term includes payment intangibles and software.

  • Intangibles means all copyrights, trademarks, trade names, service marks, service names, licenses, patents, permits, jingles, proprietary information, technical information and data, machinery and equipment warranties, and other similar intangible property rights and interests (and any goodwill associated with any of the foregoing) applied for, issued to, or owned by Seller or under which Seller is licensed or franchised and which are used or useful in the business and operations of the Station, together with any additions thereto between the date of this Agreement and the Closing Date.

  • Leased Intangible Property means all agreements, service contracts, equipment leases, booking agreements and other arrangements or agreements affecting the ownership, repair, maintenance, management, leasing or operation of the Leased Property, or any portion thereof, to which Landlord is a party; all books, records and files relating to the leasing, maintenance, management or operation of the Leased Property, or any portion thereof, belonging to Landlord; all transferable or assignable permits, certificates of occupancy, operating permits, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, rights to deposits, trade names, service marks, telephone exchange numbers identified with the Leased Property, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character belonging to Landlord with respect to the Leased Property.

  • Tangibles means the Vendor's entire interest in and to all tangible depreciable property located in or on the Lands and used, or intended for use, in connection with production, storage, treatment or transportation operations respecting the Lands, including, without limitation, the well equipment, if any, relating to the xxxxx on the Lands;

  • Investment Property the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

  • Company Intellectual Property means any Intellectual Property that is owned or purported to be owned by the Company or any of its Subsidiaries.

  • Company Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

  • Intercompany Interest means an Interest in a Debtor held by another Debtor.

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • Tangible chattel paper means chattel paper evidenced by a record or records consisting of information that is inscribed on a tangible medium.

  • Chattel Paper shall have the meaning set forth in Article 9 of the UCC.

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Company Intellectual Property Rights means Intellectual Property Rights owned by or purported to be owned by, or exclusively licensed to, the Company or any of its Subsidiaries.

  • Owned Company Intellectual Property means that portion of the Company Intellectual Property and Company Intellectual Property Rights that is owned by the Company Entities.

  • Consolidated Intangible Assets means, at any date, all assets of the Borrower and its Subsidiaries that are considered to be intangible assets under GAAP, including, without limitation, customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

  • Intangible means any name, corporate name, fictitious name, trademark, trademark application, service xxxx, service xxxx application, trade name, brand name, product name, slogan, trade secret, know-how, patent, patent application, copyright, copyright application, design, logo, formula, invention, product right, technology or other intangible asset of any nature, whether in use, under development or design, or inactive.

  • Business Intellectual Property means the Licensed Intellectual Property and the Owned Intellectual Property.

  • Company Interests has the meaning set forth in the Recitals.

  • Supporting Obligations means supporting obligations (as such term is defined in the Code), and includes letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments or Investment Property.

  • Contract Rights means all rights of any Assignor under each Contract, including, without limitation, (i) any and all rights to receive and demand payments under any or all Contracts, (ii) any and all rights to receive and compel performance under any or all Contracts and (iii) any and all other rights, interests and claims now existing or in the future arising in connection with any or all Contracts.

  • Intangible Property shall have the meaning given to such term in Section 2.1(c) hereof.

  • Registered Company Intellectual Property means all patents, patent applications, registered copyrights, applications to register copyrights, registered marks (including trademarks, service marks, and trade dress, to the extent registered), applications to register marks and registered domain names that are owned by the Company or any of its Subsidiaries.

  • Goods means all of the equipment, machinery, and/or other materials that the supplier is required to supply to the purchaser under the contract.