Eligible Intellectual Property definition

Eligible Intellectual Property means, Borrower Intellectual Property determined by Agent in its Permitted Discretion, to be eligible for inclusion in the calculation of the Borrowing Base. Without limiting the foregoing, no Borrower Intellectual Property shall be Eligible Intellectual Property unless:

Eligible Intellectual Property means Intellectual Property deemed by the Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Tranche A-1 Borrowing Base and which, except as otherwise agreed by the Agent in its Permitted Discretion, satisfies all of the following conditions:

Eligible Intellectual Property means Intellectual Property deemed by the Administrative Agent and the Documentation Agent to be eligible for inclusion in the calculation of the Borrowing Base and which, except as otherwise agreed by the Administrative Agent and the Documentation Agent, satisfies all of the following conditions:

Examples of Eligible Intellectual Property in a sentence

• For purposes of calculating the Eligible Equipment, Eligible Real Property and Eligible Intellectual Property for such Borrowing Base Certificate delivered pursuant to this Section 3D, Borrowers may use the appraised values for Equipment, Real Property Assets and Intellectual Property as determined in August 1996, which values are set forth on SCHEDULE I annexed hereto.

• At any time Borrowers seek to include any Equipment, Intellectual Property or owned Real Estate in the Borrowing Base as Eligible Equipment, Eligible Intellectual Property or Eligible Real Property, as applicable, Borrowers shall deliver to Administrative Agent a Qualified Appraisal for such item of property, at Borrowers’ sole cost and expense, and an updated Borrowing Base Certificate for Administrative Agent’s review and approval.

• Subject to Section 15.2(a)(v), Administrative Agent alone shall be authorized to determine whether any Equipment, Intellectual Property or owned Real Estate constitute Eligible Equipment, Eligible Intellectual Property or Eligible Real Property, as applicable, or whether to impose or release any Reserve, which determinations and judgments, if exercised in Good Faith, shall exonerate Administrative Agent from liability to any Lender or other Secured Party or other Person for any error in judgment.

• To maintain Net Availability (for the avoidance of doubt, calculated without the inclusion of any amounts attributable to Eligible Intellectual Property Assets as described in clause (c) of the definition of "Borrowing Base") of not less than $5,000,000 as of the end of the fiscal year ending on or about December 31, 2005 and at the end of each fiscal year thereafter.

• In addition, to Field Examination and the Appraisal, on the Effective Date, the Borrower shall provide the Agent and the Lenders with a Borrowing Base Certificate in accordance with Exhibit C hereto based on the Eligible Accounts Receivable as at December 31, 2021, the Eligible Inventory as at December 31, 2021 reflected in the Appraisal and the Eligible Intellectual Property reflected in the Appraisal, less the Reserves in effect on the Effective Date (the “Effective Date Borrowing Base Certificate”).

More Definitions of Eligible Intellectual Property

Eligible Intellectual Property means, as to the Loan Parties, Intellectual Property deemed by the Administrative Agent and the Collateral Agent to be eligible for inclusion in the calculation of the Borrowing Base and which, except as otherwise agreed by the Administrative Agent and the Collateral Agent, satisfies all of the following conditions: (a) such Intellectual Property is validly registered with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable; (b) a Loan Party owns such Intellectual Property; (c) Loan Parties are in compliance in all material respects with the representations, warranties and covenants set forth in this Agreement and the other Loan Documents relating to such Intellectual Property; (d) the Administrative Agent shall have received evidence that all actions that the Administrative Agent may reasonably deem necessary or appropriate in order to create valid first and subsisting Liens on such Intellectual Property (including, without limitation, filings at the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable) has been taken; and (e) the Administrative Agent shall have received an appraisal (and updates to such appraisal as set forth in Article III hereof) of such Intellectual Property by a third party appraiser acceptable to the Administrative Agent and the Collateral Agent and otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Agent. General criteria for Eligible Intellectual Property may be changed and any new criteria for Eligible Intellectual Property may be established by Administrative Agent in its Permitted Discretion. Any Intellectual Property which is not deemed Eligible Intellectual Property shall nevertheless be part of the Collateral.

Eligible Intellectual Property means “Eligible Intellectual Property” as such term is defined in the Term Credit Agreement.

Eligible Intellectual Property means, Borrower Intellectual Property determined by the Agent in its Permitted Discretion, to be eligible for inclusion in the calculation of the Borrowing Base. Without limiting the foregoing, no Borrower Intellectual Property shall be Eligible Intellectual Property unless:

Eligible Intellectual Property means, as to each Loan Party, Intellectual Property of such Loan Party deemed by the Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base and which, except as otherwise agreed by the Agent in its Permitted Discretion, satisfies all of the following conditions:

Eligible Intellectual Property means, as of any date of determination, the Registered trademarks listed on Schedule 1.1G to the Credit Agreement hereto that constitute Collateral and in which the Collateral Agent has a valid, perfected and enforceable security interest in the United States, subject only to Customary Permitted Liens.

Eligible Intellectual Property means the Intellectual Property and Intellectual Property Contracts which are license agreements, in each case, which satisfy and continue to satisfy all of the following conditions, and any other Intellectual Property and Intellectual Property Contracts which are license agreements, in each case, which satisfy all of the following conditions:

Eligible Intellectual Property means the aggregate amount of all Intellectual Property of all Borrowers deemed by Administrative Agent in the exercise of its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base. In determining the amount to be so included, such Intellectual Property shall be valued at fair market value. Unless otherwise approved in writing by Administrative Agent, an item of Intellectual Property shall not be included in Eligible Intellectual Property if: