Intangible Collateral. The Intangible Collateral represents bona fide and existing indebtedness, obligations, liabilities, rights and privileges owed or belonging to Debtor to which, to the best of Debtor's knowledge, there is no valid defense, set-off or counterclaim against Debtor and in connection with which there is no default with respect to any payment or performance on the part of Debtor, or, to the best of Debtor's knowledge, of any other party which would have a Material Adverse Effect.
Intangible Collateral. With respect to the Accounts, Deposits and Investment Property (collectively, the "Intangible Collateral"):
Intangible Collateral. Intangible Collateral" shall mean the --------------------- following (other than any rights of the Debtor set forth in the below-described agreements to be defended, indemnified or held harmless or to receive any payments made or to be made pursuant to any obligation to such effect, all of the foregoing being collectively the "Indemnification Rights"):
Intangible Collateral. With respect to the Instruments, Commercial Tort Claims and Documents (collectively, the “Intangible Collateral”):
Intangible Collateral. The following definitions of Intangible Collateral set forth in Section 2.3 of the Series B Purchase Note Agreement are amended as follows:
Intangible Collateral. With respect to the Accounts, Deposits, Intellectual Property and Investment Property (collectively, the “Intangible Collateral”), as applicable:
Intangible Collateral. With respect to the Intangible Collateral:
Intangible Collateral. The Intangible Collateral hereunder represents bona fide and existing indebtedness, obligations, liabilities, rights and privileges owed or belonging to Borrower to which, to the best of Borrower's knowledge, as of the date of this Security Agreement, there is no valid defense, set-off or counterclaim against Borrower and in connection with which there is no default with respect to any material payment or material performance on the part of Borrower, or, to the best of Borrower's knowledge, any other party. With respect to any Intellectual Property Collateral of Borrower the loss, impairment or infringement of which singly or in the aggregate could reasonably be expected to have a Material Adverse Effect: (i) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, (ii) such Intellectual Property Collateral is valid and enforceable, (iii) Borrower has made all filings and recordations necessary in the exercise of reasonable and prudent business judgment to protect its interest in such Intellectual Property Collateral in the United States Patent and Trademark Office, the United States Copyright Office and in corresponding offices throughout the world, as appropriate, (iv) Borrower is the owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party, and (v) Borrower has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Borrower owns directly, or is entitled to use by license or otherwise, all Intellectual Property Collateral of any Person used in, necessary for or material to the conduct of Borrower's businesses. Except as set forth in the Loan Agreement, no litigation is pending or, to the best knowledge of Borrower, threatened which contains allegations respecting the validity, enforceability, infringement or ownership of any of the Intellectual Property Collateral of Borrower.
Intangible Collateral. Issuer represents and warrants, and covenants and agrees, that its, and each Guarantor's, General Intangibles and Intellectual Property constituting Terminable Intangibles are not, and will not at any time be, material to the business or operations of the Issuer and the Guarantors taken as a whole.
Intangible Collateral. Guarantor represents and warrants, and covenants and agrees, that its General Intangibles and Intellectual Property constituting Terminable Intangibles are not, and will not at any time be, material to the business or operations of the Issuer and the Guarantors taken as a whole.
