Material IP Rights definition

Material IP Rights means IP Rights that (a) are material to the operations, business, property or condition (financial or otherwise) of the Grantors or their licensee(s) or (b) the loss of which could reasonably be expected to have a Material Adverse Effect.

Material IP Rights means IP Rights that (a) are material to the operations, assets, business, property or financial condition of Parent and its Subsidiaries taken as a whole or (b) the loss of which could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

Material IP Rights has the meaning specified in Section 5.20.

Examples of Material IP Rights in a sentence

• 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.

• None of the Material IP Rights is subject to any license grant, covenant not to sue, or release by the Borrower or any Subsidiary or similar arrangement, except for (w) license grants between the Loan Parties, (x) those license grants disclosed on Schedule 6.17(a), (y) in-licenses of third-party software that is generally commercially available and/or off-the-shelf, and (z) non-exclusive licenses granted to end users or customers for Proprietary Software in object code format.

• All applications for registration pertaining to the Material IP Rights have been duly and properly filed, and all registrations or letters patent pertaining to such Material IP Rights have been duly and properly filed and issued.

• All documents filed or recorded with a patent office or other relevant intellectual property registry for registration, recordation or issuance of Material IP Rights have been duly and properly filed and recorded, except where the failure to do so could not reasonably be expected to affect the validity or enforceability of such Material IP Rights.

More Definitions of Material IP Rights

Material IP Rights means, as of any date of determination, all Intellectual Property of the Group Members the abandonment, cancellation or termination of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. It is understood and agreed that in no event shall off-the-shelf or shrink-wrapped licenses that are generally available to the public be deemed to be Material IP Rights.

Material IP Rights means IP Rights that are material to the business of the Borrower and its Subsidiaries, taken as a whole, as determined in good faith by the Borrower.

Material IP Rights means (i) the rights of the Borrower and its Subsidiaries under those Key Contracts defined in clauses (a) and (b) of the definition thereof, (ii) any rights of the Borrower and its Subsidiaries in respect of material Intellectual Property under those Key Contracts defined in clauses (c) and (h) of the definition thereof and (iii) any material Intellectual Property, in each case of clauses (i), (ii) and (iii) above, related to the Specified Products.

Material IP Rights means IP Rights that (a) are material to the operations, business, property or condition (financial or otherwise) of the Transaction Parties or (b) the loss of which would reasonably be expected to have a Material Adverse Effect.

Material IP Rights means, as of any date of determination, IP Rights that as of such date are considered to have a material financial value to the operation or business of the Borrower or its Subsidiaries, taken as a whole; provided, however, that any IP Rights that would otherwise be considered Material IP Rights, which are developed or acquired by the Company or its Subsidiaries after the Closing Date, shall be considered to be Material IP Rights as of the date of determination described above.

Material IP Rights has the meaning given to such term in Section 7.14.

Material IP Rights has the meaning specified in Section 3.24(a).