IP Agreements Sample Clauses
An IP Agreements clause defines the terms under which intellectual property (IP) rights are created, owned, used, or transferred between parties in a contract. This clause typically specifies whether inventions, works, or developments made during the relationship belong to one party or are jointly owned, and may outline procedures for licensing, assignment, or protection of IP. Its core function is to prevent disputes by clearly allocating IP ownership and usage rights, ensuring both parties understand their rights and obligations regarding intellectual property.
IP Agreements. The Loan Parties shall not terminate, amend, waive, supplement or otherwise modify any IP Agreement or any provision thereof or exercise any right or remedy under or pursuant to or under any IP Agreement, in each case, without the prior written consent of the Required Lenders if such termination, amendment, waiver, supplement or modification or exercise of remedies would reasonably be expected to result in a Material Adverse Effect; provided that (i) termination of any IP Agreement or any amendment to the termination provisions thereof, or (ii) any amendment to an IP Agreement that (A) materially and adversely affects rights to the AAdvantage Intellectual Property or rights to use AAdvantage Intellectual Property or in the case of the Contribution Agreements, rights to or rights to use other applicable Collateral, (B) shortens the scheduled term thereof, (C) in the case of any IP License, materially and adversely changes the amount or calculation of the termination payment, or the amount, calculation or rate of fees due and owing thereunder, (D) changes the contractual subordination of payments thereunder in a manner materially adverse to the Lenders, (E) reduces the frequency of payments thereunder to an SPV Party or permits payments due to an SPV Party thereunder to be deposited to an account other than the Collection Account, (F) changes the amendment standards applicable to such IP Agreement (other than changes affecting rights of the Administrative Agent or the Master Collateral Agent to consent to amendments, which is covered by clause (G)) in a manner that would reasonably be expected to result in a Material Adverse Effect or (G) materially impairs the rights of the Administrative Agent or the Master Collateral Agent to enforce or consent to amendments to any provisions thereof in accordance therewith shall, in each case, be deemed to have a Material Adverse Effect. American shall grant to Loyalty Co a license to the Composite Marks pursuant to and as set forth in the Intercompany Agreement.
IP Agreements. Other than licenses with respect to commercially available equipment, components or products (including software products under standard end-user object code license agreements, Section 2.8(b) of the Company Disclosure Document contains a complete and accurate list of all outstanding options, licenses, agreements, source code escrow agreements to which, prior to the execution of the Asset Transfer Agreement and the consummation of the transactions contemplated thereunder, the Company is a party which include the grant or receipt of rights to, or include any claims, encumbrances, liens or shared ownership interests of in, Intellectual Property of the Company or any third party. To the Company’s Knowledge, the owners of any Intellectual Property licensed to the Company have taken all necessary and desirable actions to maintain and protect the Intellectual Property that is subject to such licenses. There have been no claims made against the Company by a third party asserting the invalidity, misuse or unenforceability of any of such Intellectual Property licensed to the Company that were actually used by Company prior to the Effective Time in the conduct of, or that are necessary for Company’s continuing conduct of, the Current Company Business. The Company has not received any written notices of any infringement or misappropriation by Company in its conduct of the Current Company Business of any Intellectual Property of any third party (including without limitation, any written demand or unsolicited request that the Company license any rights from a third party).
IP Agreements. For the purpose of enabling Lender to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral) at such time as Lender shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Lender (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all real Property owned, operated, leased, subleased or otherwise occupied by such Grantor.
IP Agreements. The contracts and licenses listed on Exhibit A-5 (the “IP Agreements”).
IP Agreements. All IP Agreements that are material to the Acquired Businesses are disclosed in the Data Room.
IP Agreements. Notwithstanding Section 1.2(a) or Section 4.11 or anything else to the contrary contained in this Agreement, in addition to the matters described in Section 6.2(m), the Sale Order shall provide and declare that all right, title and interest of each Seller under each of the Contracts described on Exhibit 6.2(q) hereto (the "IP Agreements") shall, upon Closing, be transferred and assigned to and fully and irrevocably vest in Purchaser and remain in full force and effect, unless 61 63 Sellers shall have obtained consent to the assignment and assumption by Purchaser of the IP Agreements in form and substance reasonably satisfactory to Purchaser. The Sale Order shall also declare and include or be accompanied by findings of fact and conclusions of law of the Bankruptcy Court which, among other things, shall determine and declare: (a) that each IP Agreement is an executory contract of Sellers under Section 365 of the Bankruptcy Code; (b) that Sellers may assume each IP Agreement in accordance with Section 365 of the Bankruptcy Code; (c) that the Sellers may assign each IP Agreement in accordance with Sections 363 and 365 of the Bankruptcy Code; (d) that all other requirements and conditions under Sections 363 and 365 of the Bankruptcy Code for the assumption by Sellers and assignment to Purchaser of each IP Agreement have been satisfied; (e) that upon Closing, in accordance with Sections 363 and 365 of the Bankruptcy Code, Purchaser shall be fully and irrevocably vested in all right, title and interest of each licensee or sublicensee under each IP Agreement and that following the Closing, each IP Agreement shall remain in full force and effect; (f) [that the assignments of each IP Agreement is in good faith under Section 363(m) of the Bankruptcy Code; and (g)] that Sellers gave due and proper notice of such assumption and assignment to each licensor, sublicensor and other non-debtor party under each IP Agreement as well as to any sublicensees and parties in interest in the Bankruptcy Case. The Sale Order, and any related findings of fact and conclusions of law, with respect to the matters set forth in this Section 6.2(q) shall be in form and substance reasonably satisfactory to Purchaser.
IP Agreements. 6
A. Reference is made to the Credit Agreement, dated as of June 19, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CENTURYLINK, INC. (the “Borrower”), the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time, Bank of America, N.A., as administrative agent and collateral agent, and the other parties party thereto.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Collateral Agreement.
IP Agreements. Section 3.13.2 of the Disclosure Schedule identifies under separate headings (i) each Contractual Obligation or other arrangement under which any third party has granted to the Company a license or other current or contingent rights with respect to Intellectual Property or Technology (other than non-exclusive licenses to use Off-the-Shelf Software) (“Inbound IP Agreements”) and each item of Registered Intellectual Property subject thereto, and (ii) each Contractual Obligation or other arrangement under which the Company has granted to any third party a license or other current or contingent rights (including without limitation any financial agreements in which Intellectual Property or Technology have been used as collateral) with respect to Intellectual Property or Technology (“Outbound IP Agreements” and together with the Inbound IP Agreements, the “IP Agreements”) and each item of Registered Intellectual Property subject thereto. Other than the IP Agreements identified in Section 3.13.2 of the Disclosure Schedule and the Contractual Obligations identified in Section 3.18 of the Disclosure Schedule, the Company is not a party to any options, licenses, agreements, or covenants of any kind relating to the Intellectual Property or Technology of the Company, nor is the Company a party to any options, licenses, agreements, or Enforceable covenants of any kind with respect to the Intellectual Property or Technology of any other Person, including without limitation, consulting agreements, agreements with government agencies or economic development authorities, agreements with universities, sponsored research agreements, and non-disclosure agreements with other Persons. Except as provided in the Outbound IP Agreements identified on Section 3.13.2 of the Disclosure Schedule, the Company is not obligated to indemnify any Person against a charge of infringement of Intellectual Property. Each of the IP Agreements (i) constitutes an Enforceable Contractual Obligation of the Company and, to the Company’s Knowledge, the other respective party or parties thereto, and, to the Company’s Knowledge, is in full force and effect, (ii) assuming there are no facts or circumstances concerning the Buyer or its Affiliates that would cause this clause (ii) to be untrue, will be in full force and effect on substantially similar terms immediately following the Closing and (iii) represents the complete agreement between the Company and the other respective party or parties thereto rela...
IP Agreements. Copies of the Company’s standard form(s) of non-disclosure agreement and the Company’s standard form(s) of non-exclusive licenses of the Company Products to customers (collectively, the “Standard Form Agreements”) are attached to Schedule 2.17(d)(1) and Schedule 2.17(d)(2) respectively. Other than (i) non-disclosure agreements and (ii) non-exclusive licenses of the Company Products to end-user customers (in each case of (i) and (ii), pursuant to any agreement that has been entered into in the ordinary course of business consistent with past practices that does not materially differ in substance from the Standard Form Agreement and for which the total of all payments that have been paid or are owed to the Company thereunder as of the date hereof does not exceed $50,000 in any case), and (iii) other than licenses granted to software application providers to use the object code related to the Company Products for such provider solely to develop an interface for the use of such provider’s application software with the Company Products. Schedule 2.17(d)(3) lists all contracts, licenses and agreements to which the Company or any of its Subsidiaries is a party and under which the Company or any of its Subsidiaries has granted, licensed or provided any Company Intellectual Property and/or Technology to third parties (other than rights granted to contractors or vendors to use the Company Intellectual Property and Technology for the sole benefit of the Company or any Subsidiary thereof).
IP Agreements. Any Out-License Contract, In-License Contract, or any other Contract relating to the licensing, distribution, development, purchase, sale or servicing of any of the products or services (except to the extent entered into in the ordinary course of business consistent with past practices).