Material IP definition

Material IP means any Intellectual Property that is material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

Material IP means the intellectual property rights that are (i) material (individually or in the aggregate) to the business of Holdings or any of its Restricted Subsidiaries and (ii) owned by Holdings or any of its Subsidiaries.

Material IP means intellectual property owned by the Loan Parties that, if disposed, would reasonably be expected to result in a Material Adverse Effect.

Examples of Material IP in a sentence

• Notwithstanding the foregoing, the Borrower will not designate any Restricted Subsidiary that owns Material IP as an Unrestricted Subsidiary.

• Notwithstanding anything to the contrary, none of the Borrower Parties shall transfer (including by way of an exclusive license) any Material IP to an Unrestricted Subsidiary (or in the case of any Material IP owned by any Loan Party to any Non-Loan Party); provided that the foregoing shall not restrict any Borrower Party from entering into any non-exclusive license of Material IP in the ordinary course of business.

• To the extent any of the Material IP Rights were authored, developed, conceived or created, in whole or in part, for or on behalf of the Borrower or any Subsidiary by any Person, then the Borrower or such Subsidiary has entered into a written agreement with such Person in which such Person has assigned all right, title and interest in and to such Material IP Rights to the Borrower or such Subsidiary.

• Except as disclosed in Schedule 5.20, no claim or litigation regarding any of the Material IP Rights is pending or, to the Borrower’s knowledge, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

• To the knowledge of each Pledgor, there is no violation, misappropriation, dilution or infringement by others of any right of such Pledgor with respect to any Material IP Collateral, except where such violation, misappropriation, dilution or infringement, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

More Definitions of Material IP

Material IP means the IP Rights that are material (individually or in the aggregate) to the business and operations of the Borrower and its Subsidiaries (taken as a whole) as reasonably determined by the Borrower.

Material IP means all Intellectual Property material to the business of the Company and its Subsidiaries, taken as a whole, whether currently owned or licensed, or acquired, developed or otherwise licensed or obtained after the date hereof.

Material IP means, as of any date of determination, Intellectual Property of the Loan Parties that, individually or in the aggregate, is necessary in or material to the conduct of the business of the Parent and its Subsidiaries, taken as a whole.

Material IP has the meaning given in Section 5.15.

Material IP means, collectively, Patents covering or claiming Materials and Know-How pertaining specifically to Materials which, in each case (a) exist as of the date such Materials are transferred as provided in Section 2.6, or (b) are conceived by the "transferring Party" (as defined in Section 2.6.1) prior to its transfer of such Materials to the other Party as provided in Section 2.6.

Material IP means Intellectual Property (other than customer lists) owned by the Parent Borrower and its Restricted Subsidiaries that is material to the business of the Parent Borrower and its Restricted Subsidiaries, taken as a whole, as determined by the Parent Borrower in good faith.

Material IP means all material Intellectual Property of each Credit Party reasonably necessary for each of them to conduct its business as currently conducted or with a fair market value in excess of $500,000 (other than non-exclusive licenses for off-the-shelf software, and other non-exclusive licenses in intellectual property, in each case, obtained in the ordinary course of business).