Business IP Rights definition

Business IP Rights means the Transferred IP and the Licensed IP.
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Business IP Rights means, at any time of determination, IP Rights owned by, licensed to, or otherwise authorized for use by any of the Loan Parties or any of their Subsidiaries at such time including, without limitation, the IP Rights listed on Schedule 6.17(b) to the Disclosure Letter.
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Business IP Rights means Intellectual Property Rights that are primarily used to conduct, are primarily held for use to conduct, or primarily relate to the Business, in accordance with the specified lists and description set forth in the Reorganization Plan;
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Examples of Business IP Rights in a sentence

  • All Employees, agents, consultants and independent contractors of Seller or any of its Affiliates and their respective contractors who have contributed to, or could otherwise now or in the future claim rights in, all or any portion of any Business IP Rights, were and are under an obligation to assign such contribution or rights to Seller or one of its Affiliates, and all such assignments have been properly made.

  • Not (and not permit any licensee or sublicensee thereof to) do any act, or omit to do any act, whereby any of its Business IP Rights that is a Material IP Right may become abandoned, invalidated, rendered unenforceable, diluted or dedicated to the public.

  • Except as set forth in Schedule 2.5(a), Seller or a Purchased Subsidiary owns the entire right, title and interest to all Owned Business IP Rights free and clear of Encumbrances (other than Permitted Encumbrances).

  • No claim is pending or, to the Knowledge of Seller, threatened, and no notice or invitation to license has been received, that questions Seller’s or any of its Affiliate’s title to, claims any ownership of, or any rights to, any Business IP Rights or Business Technology.

  • No Business IP Rights or Business Technology are subject to any Proceeding or Order restricting the use, transfer, or licensing thereof by Seller or any of its Affiliates, or to any Proceeding or Order that may affect the validity, use, or enforceability of such Business IP Rights.

  • Following the Closing, all Business IP Rights and Business Technology shall be fully transferable and alienable by Buyer.

  • No Proceeding has been brought by Seller or any of its Affiliates with respect to any Business IP Rights, and neither Seller nor any of its Affiliates has sent any offers to license any Business IP Rights.

  • Seller, or another of its Affiliates, as applicable, exclusively owns and has a valid right to assign to Buyer all right, title and interest in and to the Business IP Rights and to transfer and deliver to Buyer the Business Technology.

  • The use of the Business IP Rights in the conduct of the Business does not infringe any intellectual property rights of any other Person.

  • The Business IP Rights are all those necessary for the operation of the Business as currently conducted and as proposed to be conducted.


More Definitions of Business IP Rights

Business IP Rights means any and all Owned Intellectual Property and Licensed IP Rights.
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Business IP Rights means, at any time of determination, IP Rights owned by, licensed to, or otherwise authorized for use by any of the Loan Parties or any of their Subsidiaries at such time including, without limitation, the IP Rights listed on Schedule 6.17(b) to the Disclosure Letter. “Businesses” means, at any time, a collective reference to the businesses operated by the Borrower and its Subsidiaries at such time. “Business Facilities” means, at any time, a collective reference to the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary. “BVI Loan Party” means any Loan Party that is organized under the laws of the British Virgin Islands. “Capital Impairment” has the meaning set forth in Section 4.12(b). “Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person. “Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens): (a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than three hundred sixty days (360) days from the date of acquisition thereof; provided, that, the full faith and credit of the United States is pledged in support thereof; (b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; 5 CHAR1\1707916v5
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Business IP Rights means the Transferred IP and the Licensed IP. “Business Material Adverse Effect” means an event, development, change, effect, fact, circumstance or occurrence that (A) is materially adverse to the business, financial condition or results of operation of the Business (including the Transferred Subsidiaries and the Business Assets), taken as a whole; provided, however, that, in the case of this clause (A), no event, development, change, effect, fact, circumstance or occurrence to the extent resulting from or arising out of any of the following shall be deemed to constitute, or shall be taken into account in determining whether there has been, a “Business Material Adverse Effect”: (i) events, developments, changes, effects, facts, circumstances or occurrences in global or national economic, monetary, or financial conditions, including changes in prevailing interest rates, exchange rates, credit markets, or financial market conditions, in each case, after September 28, 2023, (ii) events, developments, changes, effects, facts, circumstances or occurrences in the industries in which the Business operates, in each case, after September 28, 2023, (iii) events, developments, changes, effects, facts, circumstances or occurrences in global or national political conditions, including the outbreak or escalation of war or acts of terrorism, (iv) epidemic, pandemic or disease outbreak, in each case, after September 28, 2023, (v) earthquakes, hurricanes, tsunamis, typhoons, lightning, blizzards, tornadoes, floods and other natural disasters, weather conditions and other force majeure events, in each case, after September 28, 2023, (vi) changes in applicable Law or the interpretation thereof or changes in GAAP or the interpretation thereof, in each case, after September 28, 2023, (vii) any failure by the Business to meet any internal or other projections or forecasts or estimates of revenue or earnings for any period (it being understood that the underlying facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Business Material Adverse Effect may be taken into account in determining whether there is or has been a Business Material Adverse Effect), (viii) events, developments, changes, effects, facts, circumstances or occurrences, including impacts on relationships with customers, suppliers, employees, labor organizations or Governmental Entities, in each case attributable to the execution, announcement or pendency of the...
Sample 1
Business IP Rights means, at any time of determination, IP Rights owned by, licensed to, or otherwise authorized for use by any of the Loan Parties or any of their Subsidiaries at such time including, without limitation, the IP Rights listed on Schedule 6.17(b) to the Disclosure Letter. “Businesses” means, at any time, a collective reference to the businesses operated by the Borrower and its Subsidiaries at such time. “Business Facilities” means, at any time, a collective reference to the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary. “BVI Loan Party” means any Loan Party that is organized under the laws of the British Virgin Islands. “Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person. “Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens): (a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than three hundred sixty days (360) days from the date of acquisition thereof; provided, that, the full faith and credit of the United States is pledged in support thereof; (b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; (c) commercial paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1” (or the then equivalent grade) by Xxxxx’x or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; (d)
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Related to Business IP Rights

  • Business IP means (a) Owned IP, and (b) Intellectual Property Rights used in or necessary for the operation of the business of the Company or any of its Subsidiaries.

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

  • IP Rights has the meaning specified in Section 5.17.

  • Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

  • 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.

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

  • Joint Intellectual Property Rights means any work under the Subcontract, which:

  • Licensed Intellectual Property means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

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

  • Intellectual Property Licenses means (i) any grant by the Company to another Person of any right, permission, consent or non-assertion relating to or under any of the Purchased Intellectual Property and (ii) any grant by another Person to the Company of any right, permission, consent or non-assertion relating to or under any third Person’s Intellectual Property.

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.

  • Intellectual Property Assets includes:

  • Intellectual Property License means any license, sublicense, right, covenant, non-assertion, permission, immunity, consent, release or waiver under or with respect to any Intellectual Property Rights or Technology.

  • Excluded Intellectual Property shall have the meaning set forth in Section 2.03(b)(iv).

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

  • Intellectual Property Agreement means the Intellectual Property Agreement substantially in the form attached hereto as Exhibit C.