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 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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Company Intangibles is defined in Section 5.6.
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Examples of Company Intangibles in a sentence

  • None of the Company Intangibles is subject to any Judgment to which the Company is a party.

  • 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 in Section 3.13(b) of the Company Disclosure Letter, no rights of any third party are necessary to market, license, sell, modify, update, and/or create derivative works for the Owned Company Intangibles.

  • No Legal Proceeding is pending or, to the Company’s knowledge, is threatened, nor has any claim or demand been made, which challenges or challenged the legality, validity, enforceability, use or exclusive ownership by the Company of any of the Company Intangibles.

  • 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.

  • To the Company’s knowledge, the trade secrets included in the Company Intangibles are not part of the public knowledge or literature, and, have not been used, divulged, or appropriated either for the benefit of any Person (other than the Company) or to the detriment of the Company’s businesses.

  • Except as set forth in Section 3.13(b) of the Company Disclosure Letter, no rights of any third party are materially necessary to market, license, sell, modify, update, and/or create derivative works for the Owned Company Intangibles.

  • Except as set forth on Schedule 5.6 or as would not reasonably be expected to have a Material Adverse Effect, no Actions against any Target Company with respect to the Company Intangibles are currently pending or, to the knowledge of the Company, are threatened by any Person to the effect that the Target Companies' use of the Company Intangibles infringes the rights of third parties.

  • Thus, the preclusive effect of the decisions by the Tax Court and the Eleventh Circuit must be considered separately from the preclusive effect of the decision of the Alabama Supreme Court.

  • 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.

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 means all "payment intangibles" as such term is defined in the UCC, now owned or hereafter acquired by any Person, including, a General Intangible under which the Account Debtor's principal obligation is a monetary obligation.

  • 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 all Intellectual Property that is owned or held for use by the Company.

  • 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 governing any Company Intellectual Property to which the Company or any Subsidiary is a party or bound by, except for Contracts for Third-Party Intellectual Property that is generally, commercially available software and (A) is not material to the Company or any Subsidiary, (B) has not been modified or customized for the Company or any Subsidiary and (C) is licensed for an annual fee under $5,000.

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

  • Chattel Paper means any “chattel paper,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.

  • 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 the Intellectual Property owned or used by the Company or any Company Subsidiary.

  • 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 all goodwill, patents, trademarks, service marks, trade names, copyrights, and all other items which would be treated as intangibles on the consolidated balance sheet of a Person and its Subsidiaries that are Restricted Subsidiaries prepared in accordance with GAAP.

  • 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 Owned Intellectual Property and the Licensed 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.