Material Intellectual Property Sample Clauses

Material Intellectual Property. [None.] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. This ACCESSSION AGREEMENT NO. [__], dated as of [________], [____], relating to the Guaranty and Security Agreement (the “Security Agreement”), dated as of [________], [____], among the Wholly Owned Opco Guarantors identified therein and Deutsche Bank Trust Company Americas, as Collateral Agent.

Material Intellectual Property. No Obligor shall, nor shall any Obligor permit any Subsidiary (other than an Excluded Subsidiary) to, enter into any arrangement, directly or indirectly, with any Excluded Subsidiary whereby such Obligor or such Subsidiary shall sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), to an Excluded Subsidiary any Intellectual Property, whether now owned or hereafter acquired, that is material to the business of the Borrower and its Subsidiaries (other than Excluded Subseries), taken as a whole.

Material Intellectual Property. Notwithstanding any provision to the contrary contained in this Agreement, neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, consummate any transaction that results in the transfer by Holdings or any Restricted Subsidiary of Material Intellectual Property (whether by Investment, Restricted Payment, or any sale, lease or disposition, and whether in a single transaction or a series of related transactions, but excluding any non-exclusive license) to any Unrestricted Subsidiary.

Material Intellectual Property. Schedule 7.05(c) contains an accurate list of the Obligor Intellectual Property that is material to the Borrower’s business with an indication as to whether the applicable Obligor owns or has an exclusive or non-exclusive license to such Obligor Intellectual Property.

Material Intellectual Property. Schedule 7.05(c) contains a complete and accurate list of the Obligor Intellectual Property the loss of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect upon the Borrower’s business with an indication as to whether the applicable Obligor owns or has an exclusive or non-exclusive license to such Obligor Intellectual Property.

Material Intellectual Property. Permit any Subsidiary that is not a Guarantor to own any material Intellectual Property or any Intellectual Property material to the operation of the Borrower’s or any Guarantor’s business.

Material Intellectual Property. (a) No US Loan Party shall sell, exclusively lease, exclusively sublease, dispose of or otherwise transfer any Material Intellectual Property held by such US Loan Party to any other Loan Party or any of their Subsidiaries unless it is a US Loan Party or, to the extent such Material Intellectual Property is subject to a Lien in favor of the Security Agent pursuant to a security agreement governed by the laws of the Netherlands, a Dutch Loan Party (provided that, for the avoidance of doubt, this Section 7.13(a) shall not restrict the ability of the Company and its Subsidiaries to enter into non-exclusive licenses, leases or sub-leases with the Company and/or its Subsidiaries). (b) To the extent any Material Intellectual Property of a Dutch Loan Party is subject to a pledge, security or other Lien in favor of Security Agent pursuant to a security agreement governed under the laws of the Netherlands, no Dutch Loan Party shall sell, exclusively lease, exclusively sublease, dispose of or otherwise transfer any Material Intellectual Property held by such Dutch Loan Party to any other Loan Party or any of their Subsidiaries unless it is a Dutch Loan Party or a US Loan Party (provided that, for the avoidance of doubt, this Section 7.13(b) shall not restrict the ability of the Company and its Subsidiaries to enter into non-exclusive licenses, leases or sub-leases with the Company and/or its Subsidiaries) (c) No Loan Party or Restricted Subsidiary shall sell, exclusively lease, exclusively sublease, dispose of or otherwise transfer (other than non-exclusive licenses) Material Intellectual Property to an Unrestricted Subsidiary, and no Unrestricted Subsidiary shall own any Material Intellectual Property; provided that, for the avoidance of doubt, this Section 7.13(c) shall not restrict the ability of (i) the Company and its Subsidiaries to enter into non-exclusive licenses, leases or sub-leases with the Company and/or its Subsidiaries or (ii) an Unrestricted Subsidiary to develop its own intellectual property). (d) None of the Company, the Borrower nor any Restricted Subsidiary shall grant, pledge, mortgage or collaterally assign any Liens on Material Intellectual Property as security in respect of any Indebtedness for borrowed money (other than any Indebtedness for borrowed money between the Company and its Restricted Subsidiaries), unless such Material Intellectual Property secures the Obligations on pari passu or greater basis.

Material Intellectual Property. No Material Intellectual Property may be owned or held (including by way of an exclusive license of such Material Intellectual Property) by any Person that is not a Credit Party.

Material Intellectual Property. Notwithstanding anything to the contrary in this Agreement, (x) no Credit Party or any of its Restricted Subsidiaries shall (whether by Investment, Restricted Payment, Disposition or otherwise) transfer any ownership right, or exclusive license or exclusive right to, any Material Intellectual Property to any Unrestricted Subsidiary (including by transferring any Capital Stock of a member of the Restricted Group to an Unrestricted Subsidiary) and (y) to the extent that any Restricted Subsidiary owns, or holds exclusive licenses or rights to, any Material Intellectual Property, no such Restricted Subsidiary may be designated as an Unrestricted Subsidiary.