Negative Pledge Regarding Intellectual Property. Create, incur, assume or suffer to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, any Lien of any kind upon any Intellectual Property or Transfer any Intellectual Property, whether now owned or hereafter acquired, other than non-exclusive licenses of Intellectual Property entered into in the ordinary course of business.
Negative Pledge Regarding Intellectual Property. Create, incur, assume or suffer to exist any Lien of any kind upon any Intellectual Property or Transfer any Intellectual Property (other [***] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. than for Transfers permitted under subclause (f) of the definition of Permitted Liens), whether now owned or hereafter acquired.
Negative Pledge Regarding Intellectual Property. Debtor shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Secured Party) with any entity which directly or indirectly prohibits or has the effect of prohibiting Debtor from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Debtor’s Intellectual Property; provided, however, that Debtor may grant non-exclusive licenses of Debtor’s Intellectual Property in the ordinary course of business and non-exclusive and exclusive licenses of Debtor’s Intellectual Property in connection with joint ventures and corporate collaborations in the ordinary course of business.
Negative Pledge Regarding Intellectual Property. Borrower shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Lender) with any entity which directly or indirectly prohibits or has the effect of prohibiting Borrower from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Borrower’s Intellectual Property; provided, however, that Borrower may grant exclusive and non-exclusive licenses with respect to components of Borrower’s Intellectual Property in connection with joint ventures and corporate collaborations in the ordinary course of Borrower’s business and Borrower acknowledges that it has granted to Lender a lien in all licensing or royalty revenue with respect thereto. If Borrower at any time violates its agreement set forth in this Section 4(e), Lender is hereby automatically granted by Borrower a concurrent security interest in Borrower’s Intellectual Property.
Negative Pledge Regarding Intellectual Property. Create, incur, assume or suffer to exist any Lien of any kind upon any Intellectual Property, Intellectual Property HIV Asset, or Transfer any Intellectual Property or Intellectual Property HIV Asset, whether now owned or hereafter acquired, other than non-exclusive licenses of Intellectual Property entered into in the ordinary course of business. Notwithstanding the foregoing, Lender agrees that it will release Borrower’s Intellectual Property HIV Asset from the limitations set forth in this Section in conjunction with any financing or strategic transaction which has been approved by Borrower’s Board of Directors, including, without limitation, any transaction where such Intellectual Property HIV Asset is transferred in whole or in part to an Affiliate of Borrower, provided, that Borrower at all times retains an exclusive right to repurchase the Intellectual Property HIV Assets and no Event of Default has occurred and is continuing at such time. ****** — Material has been omitted and filed separately with the Commission
Negative Pledge Regarding Intellectual Property. Sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property, or enter after the date of this Agreement into any agreement, document, instrument or other arrangement (except with or in favor of Lender or in connection with Indebtedness described in clauses (d) or (f) of Permitted Indebtedness) with any entity which directly or indirectly prohibits or has the effect of prohibiting Borrower from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Borrower’s Intellectual Property; provided, however, that Borrower may (a) grant licenses with respect to its Intellectual Property in connection with joint ventures, corporate collaborations, financing of Intellectual Property projects or in the ordinary course of business or (b) assign or otherwise transfer its Intellectual Property pursuant to agreements that the Borrower reasonably believes are in, or are not opposed to, the best interest of the Borrower; provided further, that, Borrower may request that this covenant be waived in light of compelling special circumstances which require the pledge of any Intellectual Property to another creditor and Lender shall not unreasonably withhold its consent to such request.
Negative Pledge Regarding Intellectual Property. As a condition precedent to the effectiveness of this Agreement, Borrower shall have executed and delivered a Negative Pledge Agreement (the "Negative Pledge Agreement") regarding Borrower's intellectual property, substantially in the form attached hereto as Exhibit B. BORROWER: SILICON: SATCON TECHNOLOGY CORPORATION SILICON VALLEY BANK, d/b/a SILICON VALLEY EAST By /s/Xxxxx X. Xxxxxxxxxx By/s/Xxxx X. Xxxx ------------------------------ --------------------------- President or Vice President Title Vice President ----------------------------- By /s/Xxxxxx X. Xxxxx ------------------------------ Secretary or Ass't Secretary Borrower: SATCON POWER SYSTEMS, INC. By /s/Xxxxx X. Xxxxxxxxxx President or Vice President By /s/Xxxxxx X. Xxxxx Secretary or Ass't Secretary Borrower: SATCON ELECTRONICS, INC. By /s/Xxxxx X. Xxxxxxxxxx President or Vice President By /s/Xxxxxx X. Xxxxx Secretary or Ass't Secretary Borrower: SATCON APPLIED TECHNOLOGY, INC. By /s/Xxxxx X. Xxxxxxxxxx President or Vice President By /s/Xxxxxx X. Xxxxx Secretary or Ass't Secretary Borrower: SATCON POWER SYSTEMS CANADA LTD. By /s/Xxxxx X. Xxxxxxxxxx President or Vice President By /s/Xxxxxx X. Xxxxx Secretary or Ass't Secretary
Negative Pledge Regarding Intellectual Property. Debtor shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Secured Party or Horizon) with any entity which directly or indirectly prohibits or has the effect of prohibiting Debtor from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Debtor’s Intellectual Property; provided, however, that Debtor may grant licenses or leases with respect to components of Debtor’s Intellectual Property (a) pursuant to or in connection with license agreements, joint ventures and corporate collaborations in the ordinary course of business or (b) as may be customary in the pharmaceutical, biotechnical or tissue engineering industries.
Negative Pledge Regarding Intellectual Property. Sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Lenders) with any entity which directly or indirectly prohibits or has the effect of prohibiting Borrower from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Borrower’s Intellectual Property.
Negative Pledge Regarding Intellectual Property. Sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Lenders) with any entity which directly or indirectly prohibits or has the effect of prohibiting Borrower from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Borrower’s Intellectual Property; provided, however, that Borrower may grant licenses with respect to components of Borrower’s Intellectual Property in connection with joint ventures and corporate collaborations in the ordinary course of business, provided that any such licenses or similar arrangements that are exclusive are (a) limited in scope, and (b) do not amount to a sale of assets.
