IP Filing definition
Examples of IP Filing in a sentence
Except as expressly permitted by the Credit Agreement, such Grantor owns its interests in the Collateral free and clear of any Lien and no effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office, including any IP Filing Office.
Each Grantor shall promptly, following its becoming aware thereof, notify Secured Party of the institution of, or of any adverse determination in, any proceeding (whether in an IP Filing Office or any federal, state, local or foreign court) or regarding such Grantor’s ownership, right to use, or interest in any material Intellectual Property Collateral.
WITHOUT LIMITING THE FOREGOING, SOLACE DOES NOT REPRESENT OR WARRANT THAT THE APPLIANCE WILL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE OPERATION OF THE APPLIANCE WILL BE ERROR- FREE OR UNINTERRUPTED OR THAT ALL PROGRAMMING ERRORS IN THE SOFTWARE CAN BE FOUND IN ORDER TO BE CORRECTED.
Except such as may have been filed in favor of Administrative Agent as contemplated by the Collateral Documents and to evidence permitted lease obligations and other Liens permitted pursuant to subsection 7.2, (i) no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office and (ii) no effective filing covering all or any part of the IP Collateral is on file in any IP Filing Office.
Filings Except such as may have been filed in favor of Administrative Agent as contemplated by the Collateral Documents, or to evidence permitted lease obligations and other Liens permitted pursuant to Section 6.2, (i) no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office and (ii) no effective filing covering all or any part of the IP Collateral is on file in any IP Filing Office.
Upon the recordation of a Grant with respect to the Intellectual Property Collateral with the applicable IP Filing Office, no subsequent purchaser or mortgagee for value may obtain claim in or title to any Intellectual Property Collateral having priority or seniority over the security interests in such Intellectual Property Collateral granted by each Grantor to Agent for the benefit of Secured Parties pursuant hereto.
To the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Intellectual Property Collateral in the applicable IP Filing Office, the security interests granted to the Collateral Agent for the ratable benefit of the Secured Parties hereunder will constitute valid and perfected security interests in such Intellectual Property Collateral, prior to all other Liens (except for Permitted Liens).
Each Grantor shall promptly, following its becoming aware thereof, notify Agent of the institution of, or of any adverse determination in, any proceeding (whether in an IP Filing Office or any federal, state, provincial, local or foreign court) or regarding such Grantor’s ownership, right to use, or interest in any Intellectual Property Collateral.
The Loyalty Program Intellectual Property, the Loyalty Program Data and the IP Licenses included in the Collateral are fully transferable and alienable by such Grantor without restriction and without payment of any kind to any Person (other than, with respect to the Loyalty Program Intellectual Property, the fees and costs necessary to record such transfers with an IP Filing Office, as applicable and other than off-the-shelf inbound third-party computer software IP Licenses).
Each Grantor shall promptly, following its becoming aware thereof, notify Secured Party of the institution of, or of any adverse determination in, any proceeding (whether in an IP Filing Office or any federal, state, local or foreign court) regarding such Grantor’s ownership, right to use, or interest in any material Intellectual Property Collateral (other than non-final “office actions” in connection with the prosecution of applications).