Material Marks definition

Material Marks has the meaning set forth in the Security Agreement.
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Material Marks has the meaning set forth in Section 3.19(a).
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Material Marks has the meaning set forth in the Dart Security Agreement.
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Examples of Material Marks in a sentence

  • Maintain at all times Dart as the legal, beneficial and registered and record owner of the Material Marks; provided, that Dart shall not transfer or otherwise Dispose of any Material ▇▇▇▇ to any Person, except as permitted pursuant to Section 6.04(i) to the Borrower and its Subsidiaries and as otherwise permitted pursuant to the Security Agreement.

  • Notwithstanding anything to the contrary herein or in any other Loan Document, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien in respect of (x) the Material Marks and (y) the Equity Interests of Dart, in each case, except for Liens thereon created by the Loan Documents or in connection with the Existing Credit Agreement.

  • To the Company’s Knowledge, no registered Marks or unregistered Material Marks owned, used or applied for by the Company or any of its Subsidiaries conflicts or interferes with any ▇▇▇▇ (whether registered or unregistered) owned, used or applied for by any other Person and the Company and its Subsidiaries have taken reasonable steps to police the use of each of the Material Marks owned by the Company or its Subsidiaries in each jurisdiction where the Material Marks have been used.

  • The Borrower shall cause Dart at all times to be the legal, beneficial and registered and record owner of the Material Marks, except as otherwise expressly permitted under the Dart Security Agreement; provided that Dart may transfer or otherwise Dispose of any Material Marks as permitted pursuant to Section 6.04(h) to the Borrower and its Subsidiaries and as otherwise permitted pursuant to the Dart Security Agreement.

  • Since December 31, 2005, no Encore Material ▇▇▇▇ has been or is now involved in any opposition, invalidation or cancellation Proceeding and, to the Knowledge of the Buyer, no such action is threatened with respect to any of the Encore Material Marks.

  • Notwithstanding anything to the contrary herein or in any other Loan Document, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien in respect of (i) the Material Marks or (ii) the Equity Interests in Dart, in each case, other than Liens permitted by Section 6.01(a) or 6.01(c) and, in the case of Material Marks, to the extent constituting Liens, licenses of IP Rights permitted by Section 6.04(h).

  • To the Knowledge of the Seller, none of the Material Marks used by Seller infringes or is alleged to infringe any trade name, trademark or service ▇▇▇▇ of any other Person.

  • Since December 31, 2005, no Material ▇▇▇▇ has been or is now involved in any opposition, invalidation or cancellation Proceeding and, to the Knowledge of the Seller, no such action is threatened with respect to any of the Material Marks.

  • To the Knowledge of the Buyer, none of the Encore Material Marks infringes or is alleged to infringe any trade name, trademark or service ▇▇▇▇ of any other Person.

  • To the Knowledge of the Seller, there is no potentially interfering trademark or trademark application of any other Person with the Material Marks.


More Definitions of Material Marks

Material Marks means all Intellectual Property consisting of Trademarks and Service Marks (other than Significant Marks) for products sold or distributed as a principal product line associated with, or marketed under, any Significant ▇▇▇▇ other than those that are no longer of material value or utility to the Borrower or its Subsidiaries.
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Material Marks means the pending applications and registrations for trademarks and service marks owned by Dart that are identified on Schedule I to the Security Agreement, in which a Lien is purported to be granted to secure certain obligations in respect of the Guarantee pursuant to the Security Documents (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable U.S. federal law), together, in each case, with the goodwill symbolized thereby in the United States and each Material Foreign Jurisdiction where the separation of the goodwill from the trademark or service ▇▇▇▇ shall result in the impairment or invalidity of the trademark or service ▇▇▇▇ rights, including, without limitation, the United States.
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Material Marks has the meaning set forth in the Dart Security Agreement. “Material Subsidiary” means, at any date of determination, any Subsidiary of the Parent Borrower that, together with its Subsidiaries, (a) has consolidated revenues in an amount equal to at least 5% of the consolidated revenues of the Parent Borrower and its Subsidiaries, (b) has consolidated operating profits in an amount equal to at least 5% of the consolidated operating profits of the Parent Borrower and its Subsidiaries or (c) has consolidated total assets in an amount equal to at least 5% of the consolidated total assets of the Parent Borrower and its Subsidiaries, in each case, as determined for or as of the end of the most recent Measurement Period; provided that if, at any time after the Effective Date, at the end of or for any Measurement Period the combined consolidated revenues, operating profits or total assets of all Subsidiaries that under clauses (a), (b) and (c) above would not constitute Material Subsidiaries shall have exceeded 10% of the consolidated revenues, consolidated operating profits or consolidated total assets of the Parent Borrower and its Subsidiaries, then one or more of such excluded Subsidiaries shall for all purposes of this Agreement be deemed to be Material Subsidiaries in descending order based on the amounts of their consolidated revenues, consolidated operating profits or consolidated total assets, as the case may be, until such excess shall have been eliminated. “Maximum Rate” has the meaning set forth in Section 9.13. “Measurement Period” means, at any date of determination, the most recently completed four fiscal quarters of the Parent Borrower for which financial statements have been delivered (or are required to have been delivered) pursuant to Section 5.01(a) or 5.01(b) (or, prior to the first such delivery, the period of four fiscal quarters of the Parent Borrower ended September 30, 2021).
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Material Marks shall have the meaning provided in Section 4.1 of this Agreement.
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Related to Material Marks

  • 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 Intellectual Property means any intellectual property owned by any Loan Party that is, in the good faith determination of the Borrower, material to the operation of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • material hoist means a hoist used to lower or raise material and equipment, excluding passengers; "medical certificate of fitness" means a certificate contemplated in regulation 7(8);

  • Licensed Material means radioactive material received, possessed, used, transferred or disposed of under a general or specific license issued by the Agency.

  • Trademarks means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate names (including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications for registration and renewal thereof.