IP Trust definition
Examples of IP Trust in a sentence
To the best knowledge of the Borrower, no other Person is infringing upon or misappropriating any IP Rights of the IT Trust, the IP Trust, the Borrower or any of their respective Subsidiaries in a manner that could reasonably be expected to have a Material Adverse Effect.
Exhibit D to the Trust Agreement creating the IP Trust sets forth a list of all federal, state and foreign patents, patent applications, trademarks (registered and unregistered), trademark applications, service marks (registered and unregistered) service ▇▇▇▇ applications, trade names, trade name rights and publicity rights, copyrights and copyright registrations, trade secrets, know-how and other intellectual property of the Company and all Company Subsidiaries (the "Intellectual Property").
The Borrower, the IP Trust and their respective Subsidiaries own or have the right to use (through arm’s length licenses and other arrangements including the IP License Agreement and the Parent Services Agreement if then in effect) all trademarks necessary to operate and support the Wholesale Business using the “Reliant” name and any similar names consistent with the arrangements in place for the Wholesale Business as of the Effective Date.
The trustee of such IP Trust shall be G▇▇▇▇▇ or another person or entity mutually acceptable to AQSP, Cogility and the investor(s) in the Private Placement.
To the best knowledge of the Borrower, except as set forth on Schedule 5.17, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the IT Trust, the IP Trust, the Borrower or any of their respective Subsidiaries infringes upon or misappropriates any rights held by any other Person in a manner that could reasonably be expected to have a Material Adverse Effect.
After giving effect to the transactions contemplated to occur on the Effective Date, the assets and properties of the Borrower and its Subsidiaries that have been transferred, conveyed, assigned or otherwise delivered to the IP Trust and the IT Trust, as applicable, are reasonably necessary to support both the Wholesale Business and the Retail Energy Business.
To the best knowledge of the Borrower, except as set forth on Schedule 5.17, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the IT Trust, the IP Trust, the Borrower or any of their respective Subsidiaries infringes upon or misappropriates any rights held by any other Person in a manner that could reasonably be expected to have a Material Adverse Effect.
If the Private Placement is in the form of debt or convertible debt issued by Cogility, then such debt shall be secured by a perfected first lien security interest on all of the assets of a newly created trust (the "IP Trust"), which IP Trust shall own all of the intellectual property rights to all of Cogility's patents, patents pending, unpatented software and code, appliances, and other intellectual property.