Proprietary Collateral definition

Proprietary Collateral means all patents, patent applications, draft patent applications, registered and unregistered trademarks, registered and unregistered trade names, registered and unregistered service marks, registered and unregistered copyrights, registered domain names and other intellectual property, and all licenses, rights and interests of Debtor related to any of the foregoing, including: (i) all computer software in which Debtor has an interest, including the source code thereof (collectively the "Programs"), including without limitation all trade secrets embodied in the Programs and all copyrights and patents with respect to the Programs, in whatever form, whether tangible or intangible, on paper or electronic; (ii) any databases maintained by the Debtor for use in connection with the Programs, in whatever form, whether tangible or intangible, on paper or electronic; (iii) all claims, causes of action and rights to xxx for past, present and future infringement or unconsented use of any of the foregoing and all rights pertaining thereto; (iv) all general intangibles, intangible intellectual property, and other similar property of Debtor of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the foregoing; (v) all proceeds of any of the foregoing, including, without limitation, all license royalties and proceeds of infringement suits; and (vi) all derivative works, modifications, additions and substitutions of the foregoing.
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Proprietary Collateral means the Intellectual Property listed on Schedule 6(n), together with all other right, title and interest of a Debtor in Intellectual Property, whether now owned or existing and filed or hereafter acquired or arising and filed; provided that the Proprietary Collateral shall not include any Excluded Property.
Sample 1

Examples of Proprietary Collateral in a sentence

  • Debtor shall promptly notify Lender in writing of any material loss, damage or destruction to, infringement of, and the occurrence of any event that could have a material adverse effect on, any Collateral or Lender's Lien therein, whether or not covered by insurance, including, without limitation, any petition under the Bankruptcy Code filed by or against any licensor of any of the Proprietary Collateral for which Debtor is a licensee.

  • Debtor agrees to appear in and defend any action or proceeding which may affect its title to, or Lender's interest in, any Collateral that is material to the business of Debtor, including, without limitation, suits for infringement of any Proprietary Collateral.

  • All maintenance fees required to be paid with respect to the registration or recordation of, or otherwise on account of, such Proprietary Collateral have been timely paid.

  • Debtor shall do all things deemed necessary or advisable by Lender to ensure the validity, perfection, priority and enforceability of the Lien of Lender in such future acquired Proprietary Collateral.

  • But all of those papers are different than ours, since they address specific points.

  • To the best knowledge of Debtor, no material infringement or unauthorized use presently is being made of any of the Proprietary Collateral by any person or entity.

  • This Agreement creates a valid and enforceable Lien on the Collateral in favor of Lender, and all filings and other actions necessary or desirable to protect and perfect such Lien have been duly taken or will be taken upon the filing of UCC financing statements, and the filing of collateral assignments with respect to the Proprietary Collateral with the United States Patent and Trademark Office ("PTO") and the United States Copyright Office.

  • Debtor's obligations under this Section shall include the maintenance of all Proprietary Collateral as Debtor's exclusive property and the protection of Lender's interest therein, including the maintenance of registrations and applications, and the filing of renewals, affidavits of use, affidavits of incontestability and opposition, and interference and cancellation proceedings.

  • To the best knowledge of Debtor, no past, present or contemplated future use of the Proprietary Collateral by Debtor has, does or will infringe upon or violate any right, privilege or license agreement of or with any other person or entity.

  • Schedule 1 attached hereto lists all of the Debtor's patents, patent applications, patent disclosure documents, draft patent applications, registered and unregistered trademarks, registered and unregistered trade names, registered and unregistered service marks, registered and unregistered logos, registered and unregistered copyrights and registered domain names All Proprietary Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part.

Related to Proprietary Collateral

  • Primary Collateral With respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof) designated as directly securing such Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property (or portion thereof) as to which the related lien may only be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized Mortgage Loan.

  • Possessory Collateral means any Shared Collateral in the possession of a Collateral Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction. Possessory Collateral includes, without limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the possession of the Collateral Agent under the terms of the First-Lien Security Documents.

  • Trade Secrets Collateral means all common law and statutory trade secrets and all other confidential or proprietary or useful information and all know-how obtained by or used in or contemplated at any time for use in the business of the Grantor (all of the foregoing being collectively called a "Trade Secret"), whether or not such Trade Secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating or referring in any way to such Trade Secret, all Trade Secret licenses, including each Trade Secret license referred to in Schedule V attached hereto, and including the right to xxx for and to enjoin and to collect damages for the actual or threatened misappropriation of any Trade Secret and for the breach or enforcement of any such Trade Secret license.

  • Intellectual Property Collateral means, collectively, the Patents, Trademarks, Copyrights, Intellectual Property Licenses and Goodwill.

  • Personal Property Collateral means all Collateral other than Real Property.

  • Patent Collateral means all Patents, whether now owned or hereafter acquired by the Company that are associated with the Business.

  • Trademark Collateral means all Trademarks, whether now owned or hereafter acquired by the Company, that are associated with the Business. Notwithstanding the foregoing, the Trademark Collateral does not and shall not include any Trademark which would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Trademark Collateral.

  • Real Property Collateral means the parcel or parcels of Real Property identified on Schedule R-1 and any Real Property hereafter acquired by Borrower.

  • Obligor Intellectual Property means Intellectual Property owned by or licensed to any of the Obligors.

  • Control Collateral means any Collateral consisting of any Certificated Security (as defined in Section 8-102 of the Uniform Commercial Code), Investment Property, Deposit Account, Instruments and any other Collateral as to which a Lien may be perfected through possession or control by the secured party, or any agent therefor.

  • ABL Collateral means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any ABL Obligations.

  • Term Priority Collateral has the meaning set forth in the Intercreditor Agreement.

  • Business Intellectual Property means the Owned Intellectual Property and the Licensed Intellectual Property.

  • Intellectual Property the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

  • New Intellectual Property means any Intellectual Property that arises out of, or is created in the course of, the performance of the Contract.

  • Intellectual Property Assets means all Intellectual Property that is owned by Seller and used in or necessary for the conduct of the Business as currently conducted.

  • U.S. Collateral means any and all property owned, leased or operated by a Person covered by the U.S. Collateral Documents and any and all other property of any U.S. Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Administrative Agent to secure the Secured Obligations.

  • Priority Collateral means the ABL Priority Collateral or the Term Priority Collateral, as applicable.

  • Security Agreement Collateral means all "Collateral" as defined in the Security Agreement.

  • Proprietary Information shall have the same meaning as Confidential Information.

  • UCC Collateral is defined in Section 3.03.

  • Copyright Collateral means all Copyrights, whether now owned or hereafter acquired by the Company, including each Copyright identified in Annex 1.

  • First Priority Collateral means all assets, whether now owned or hereafter acquired by the Borrower or any other Loan Party, in which a Lien is granted or purported to be granted to any First Priority Secured Party as security for any First Priority Obligation.

  • Intellectual Property Asset means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.

  • Intellectual Property Security Agreement means a Copyright Security Agreement, a Patent Security Agreement or a Trademark Security Agreement.

  • Confidential Information means all information, facts, data and any other matters of which I acquire knowledge, either directly or indirectly, as a result of my EMA Activities.