Eligible Intellectual Property definition

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:

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

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:

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.

• As of the date of any Formula Certificate, all Intellectual Property that is identified by the Parent Borrower as Eligible Intellectual Property in such Formula Certificate satisfies in all respects the requirements set forth in the definition of “Eligible Intellectual Property”.

• To the extent that an event, condition DOCPROPERTY "DocID" \* MERGEFORMAT 7221123.9 5 or matter as to any Eligible Accounts, Eligible Inventory, Eligible In-Transit Inventory, Eligible Intellectual Property or Eligible Real Property is addressed pursuant to the treatment thereof within the applicable definitions of such terms, Agent shall not also establish a reserve to address the same event, condition or matter.

• As to each item of Intellectual Property that is identified by Borrowers as Eligible Intellectual Property in a Borrowing Base Certificate submitted to Agent, such Intellectual Property is (a) validly existing and owned by a Borrower, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Intellectual Property.

• The Equipment, Intellectual Property and Real Estate that are identified by the Borrowers as Eligible Equipment, Eligible Intellectual Property and Eligible Real Property in each Borrowing Base Certificate submitted to the Administrative Agent, at the time of submission, comply in all material respects with the criteria set forth in such defined terms.

More Definitions of Eligible Intellectual Property

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, 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 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:

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, 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: