Necessary Intellectual Property definition

Necessary Intellectual Property means all Technology and Intellectual Property Rights used in and/or necessary to the conduct of the Business, including without limitation that Technology and those Intellectual Property Rights listed in Exhibit D.

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Necessary Intellectual Property means any and all Intellectual Property that is necessary for the conduct of the business of the Grantors, taken as a whole, from time to time.

Necessary Intellectual Property has the meaning given to it in Section 2.13(b).

Examples of Necessary Intellectual Property in a sentence

• Without having conducted any special infringement or patent search, except as set forth on the Schedule of Exceptions the Company is unaware of any infringement of or conflict with the rights of others with respect to the Necessary Intellectual Property.

• The Company has a license under any and all patents, patent applications, trademarks, trade names, brand names, inventions, processes, formulae or copyrights not owned by it to the extent that the Company knows to be necessary for the operation of the business of the Company as now conducted and as proposed to be conducted (the "Necessary Intellectual Property").

• Company has taken reasonably appropriate measures to protect the Company Owned Intellectual Property, any Company Necessary Intellectual Property which it is required to protect, and the confidential and proprietary nature of the same.

• Except for non-renewal of agreements and other circumstances beyond the reasonable control of the Company arising solely because of the announcement of the transactions contemplated by this Agreement, the consummation of the transactions contemplated by this Agreement will not materially alter, encumber, impair or extinguish any Necessary Intellectual Property Rights.

• Company has, through ownership, license or other agreement sufficient legal rights to all Company Necessary Intellectual Property, including to conduct the Business as conducted as of the Effective Date and as proposed to be conducted as of the Effective Date without any conflict with, or infringement of, the rights of any other Person.

• Each Credit Party and Subsidiary of a Credit Party has performed all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of its ownership or license interest in Necessary Intellectual Property in full force and effect, except such items of its Necessary Intellectual Property as are no longer deemed necessary for or material to the conduct of its businesses in its reasonable business judgment.

• Except as described in the Final Prospectus, the Company is not aware of any claim filed against the Company to the contrary or any written challenge by any other person to the rights of the Company or its subsidiaries, with respect to the Necessary Intellectual Property Rights, other than any such claim or challenge that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

• The Seller has not granted any exclusive right with respect to any Necessary Intellectual Property in Next Galaxy.

• Consummation of the transactions contemplated by this Agreement will not encumber, impair or extinguish any rights of the Company or the Company Subsidiaries in the Necessary Intellectual Property.

• Company has not breached any agreement or license associated with any Company Necessary Intellectual Property, and no such breach has been claimed by any Person.

More Definitions of Necessary Intellectual Property

Necessary Intellectual Property means any Intellectual Property that would be necessarily infringed by an entity implementing the mandatory or optional requirements of the Specifications. Intellectual Property is “necessarily infringed” only where there is no commercially reasonable non-infringing alternative for implementing the mandatory or optional requirements of the Specifications. Necessary Intellectual Property does not include: (i) any claims of a patent that are not necessarily infringed even if contained in the same patent including claims that are necessarily infringed; or (ii) Intellectual Property that would be infringed only by enabling technologies that may be necessary to make or use any product, process or portion thereof that complies with the Specifications, but are not themselves expressly set forth in the Specifications.

Necessary Intellectual Property means any and all Intellectual Property that is necessary, in the reasonable business judgment of the Loan Parties, for the conduct of the business of the Loan Parties from time to time.

Necessary Intellectual Property shall have the meaning set forth in Section 3.12(a).

Necessary Intellectual Property has the meaning set forth in SECTION 2.13(b).

Necessary Intellectual Property has the meaning set forth in Section 4.1(l)(i).

Necessary Intellectual Property is defined in Section 5.12.