IP Agreement definition

IP Agreement is that certain Intellectual Property Security Agreement executed and delivered by Borrower to Bank dated as of the Effective Date.

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IP Agreement has the meaning set forth in Section 1.3(d) hereof.

IP Agreement is that certain Second Amended and Restated Intellectual Property Security Agreement executed and delivered by Borrower to Bank.

Examples of IP Agreement in a sentence

Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all IP Agreements of the Company and the Company Subsidiaries are valid, and enforceable on all parties thereto (except as may be limited by the Enforceability Exceptions); and (ii) the Company and the Company Subsidiaries have not breached any IP Agreement and, to the Knowledge of the Company, no IP Agreement has been breached by any Third Party.
Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all IP Agreements of Parent and the Parent Subsidiaries are valid, and enforceable on all parties thereto (except as may be limited by the Enforceability Exceptions); and (ii) Parent and the Parent Subsidiaries have not breached any IP Agreement and, to the Knowledge of Parent, no IP Agreement has been breached by any Third Party.
The Company is in compliance in all respects with all of its obligations under each Company IP Agreement, there has been no breach of any Company Contract relating to Company IP by the Company that is continuing and unremedied and the Company has not received any notice of any default or any event that, with the giving of notice or lapse of time or both, would constitute a default under (or other breach of) any Company IP Agreement.
Employee acknowledges and agrees that if Employee and the Company (or one of its affiliates) have entered into an Employee Assignment of Inventions and Intellectual Property Rights Agreement or similar agreement (the “IP Agreement”) with respect to intellectual property, the provisions of the IP Agreement shall govern and control with respect to the subject matter thereof.
As of Closing, no other party to any Company IP Agreement has threatened in writing to terminate any of the rights of the Company in such Company IP Agreement, and, to the Knowledge of the Company, no valid basis for such termination exists.

More Definitions of IP Agreement

IP Agreement is, collectively, (a) that certain Intellectual Property Security Agreement between Parent and Bank dated as of the Effective Date, (b) that certain Intellectual Property Security Agreement between Misonix and Bank dated as of the Effective Date and (c) that certain Intellectual Property Security Agreement between Solsys and Bank dated as of the Effective Date, in each case as may be amended, modified or restated from time to time.

IP Agreement means, collectively, (a) that certain Second Amended and Restated Intellectual Property Security Agreement dated as of the Effective Date, by and between Delaware Borrower and Bank, (b) that certain Second Amended and Restated Intellectual Property Security Agreement dated as of the Effective Date between Texas Borrower and Bank, and (c) that certain Amended and Restated Intellectual Property Security Agreement dated as of the Effective Date, by and between Australian Borrower and Bank, as each may be amended, restated, supplemented or otherwise modified from time to time.

IP Agreement means the Intellectual Property Licensing Agreement in the form attached as Attachment C to the Original Agreement.

IP Agreement means that certain Intellectual Property Agreement, dated as of April 3, 2023, by and between Seller and Vertical, as may be amended, amended and restated or otherwise modified from time to time.

IP Agreement means any agreement, license or contract relating to the licensing, use or development of any Intellectual Property (whether from or by a third party to the Company or any of its Subsidiaries or by the Company or any of its Subsidiaries to a third party), in each case excluding agreements for unmodified, commercially available off-the-shelf software with an aggregate amount of purchase price and maintenance and other fees of less than $100,000.

IP Agreement means this Intellectual Property Matters Agreement, entered into by and between Manitowoc ParentCo and SpinCo and effective as of the Effective Date, as such may be amended from time to time.

IP Agreement shall have the meaning set forth in Section 2.9(j) of this Agreement.