Core Intellectual Property definition

Core Intellectual Property means the intellectual property owned by the Loan Parties that is material the operation of the business of the Parent and its Restricted Subsidiaries (taken as a whole) as of the Closing Date.

Core Intellectual Property any U.S. federal, state or common law trademarks or service marks or other indicia of origin that are comprised of or include any of the words “Hertz,” “Dollar,” or “Thrifty,” in each case, whether alone, as part of a composite xxxx or logo, or otherwise in combination with any other words, designs or marks, together with any U.S. registrations of or other U.S. applications to register any of the foregoing, in each case, owned by a Loan Party.

Core Intellectual Property means the Intellectual Property designated as “Core Intellectual Property” on SCHEDULE 3(J-3) hereto.

Examples of Core Intellectual Property in a sentence

• Except as set forth on Section 3.17(e) of the Company Disclosure Letter no claims, suits, arbitrations or other adversarial claims in the past three (3) years have been brought or threatened against any third party by the Company with respect to Core Intellectual Property.

• The Transferred Core Intellectual Property constitutes all of the currently existing Intellectual Property exclusively used or to be used by Seller to manufacture the products listed on Schedule 3.05(a)(i).

• Except as set forth in Section 5.1(k)(iv) of the New Core Disclosure Schedule, to the Knowledge of New Core, no Person is infringing upon, misappropriating, or otherwise violating New Core’s rights to any of the New Core Intellectual Property.

• As of the date hereof, except as set forth in Schedule 5.13(c), (i) to the Knowledge of Seller, the Core Intellectual Property is valid and enforceable, (ii) neither Seller nor any of its Affiliates has abandoned, canceled or forfeited any Core Intellectual Property (including by failing to pay any filing or renewals fees), and (iii) Seller has not taken any actions that would render a Patent within the Core Intellectual Property invalid or unenforceable.

• Each Patent which it owns or purports to own and which constitutes Core Intellectual Property is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part.

More Definitions of Core Intellectual Property

Core Intellectual Property means the Company Owned Intellectual Property identified in Section 3.17(a) of the Company Disclosure Letter.

Core Intellectual Property means all software, tools and documentation included in the Domestic Wireless Intellectual Property which is used or held for use in connection with the performance of any of the following functions to the extent such software, tools and documentation is proprietary and not commercially available in the form utilized by the Domestic Wireless Business: customer billing systems, customer management systems, customer service systems, enhanced network operations which are not essential to the basic operation of the network (e.g., RF fingerprinting), marketing database systems and sales information systems.

Core Intellectual Property means the intellectual property owned by the Loan Parties that is material the operation of the business of the Parent and its Restricted Subsidiaries (taken as a whole) as of the Closing Date. “Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Covered Party” has the meaning assigned to such term in Section 10.23. “Credit Agreement Refinancing Indebtedness” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) other Indebtedness, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, existing Term Loans or existing Revolving Credit Loans (or unused Revolving Credit Commitments), or any then-existing Credit Agreement Refinancing Indebtedness (the “Refinanced Debt”); provided that (i) such Indebtedness has a scheduled maturity no earlier, and, in the case of any refinancing of Term Loans, a Weighted Average Life to Maturity equal to or greater, than the Refinanced Debt (without giving effect to any amortization or prepayments of such outstanding Term Loans), (ii) such Indebtedness shall not have a greater principal amount than the principal amount of the Refinanced Debt, plus accrued interest, fees, premiums (if any) and penalties thereon and fees and expenses associated with the refinancing, plus an amount equal to any existing commitment unutilized thereunder, plus any other amount that could be incurred pursuant to Section 7.03, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clauses (i) and (ii) above and clauses (iv) through (ix) below, and excluding pricing, fees and optional prepayment or redemption terms) shall contain such terms as are reasonably satisfactory to the Lead Borrower, the borrower thereof (if not the Lead Borrower) and the lenders providing such Indebtedness; provided, that the terms of such Indebtedness shall be consistent with, or (taken as a whole) not materially more favorable to the lenders providing such Credit Agreeme...

Core Intellectual Property means any Intellectual Property material or necessary to the business of the Loan Parties. The parties hereto agree that any Trademark (as such term is defined in Security Agreement) covering the name “RadioShack”, the XxxxxXxxxx.xxx internet domain name and the customer lists of the Loan Parties shall be deemed to be “Core Intellectual Property.”

Core Intellectual Property means the SAGE administrative system (including associated applications such as RADAR, XXXXX, XXX and ReView), the SUMMIT pricing system, the ASCENT underwriting system, the Mortality Research Center, Documentum, Moses, CIC and QIS, any supporting software or infrastructure relating to these systems; provided that the Core Intellectual Property shall not include any Excluded IP Assets. For the avoidance of doubt, if an asset is included in the Core Intellectual Property and is also an Excluded Asset, only that portion of the asset to be retained by the Sellers pursuant to Exhibit A-2 shall be excluded from the Core Intellectual Property.

Core Intellectual Property means and includes all Intellectual Property first invented or authored in the performance of any Core Project.

Core Intellectual Property means all patents and patent applications disclosing, having claims, whether pending or allowed as of the Closing Date, that read on, or that otherwise cover the Company's Model 1000 heart valve, the Products, deployment tools for deploying the foregoing in situ, and methods of delivery, placement and manufacturing related thereto.