ACKNOWLEDGMENT OF LIENS; INTELLECTUAL PROPERTY Sample Clauses

ACKNOWLEDGMENT OF LIENS; INTELLECTUAL PROPERTY. 1.1 Lender hereby acknowledges that, pursuant to the Senior Note Agreements, the Senior Note Trustee has been granted (for its benefit and for the ratable benefit of the holders of the Senior Notes) security interests in and liens upon all of the Senior Note Collateral, including, without limitation, the Intellectual Property (as defined in Exhibit B annexed hereto) and further acknowledges and agrees that Lender has not been granted and will not acquire any security interests in or liens upon any of the Senior Note Collateral, other than the Intellectual Property for the limited purposes set forth in Exhibit A annexed hereto. The Senior Note Trustee hereby acknowledges that Lender has been granted security interests in and liens upon all of the Lender Collateral, including, without limitation, the Intellectual Property for the limited purpose set forth in Exhibit A annexed hereto pursuant to the Financing Agreements, and further acknowledges and agrees that Lender shall have the right, and the Senior Note Trustee hereby recognizes and agrees not to oppose or disturb Lender's rights to use, without charge, the Intellectual Property for so long as Lender in good fait▇ ▇▇▇▇▇ ▇▇▇essary in order for Lender to exercise its rights or remedies under the Financing Agreements with respect to the other Lender Collateral; 1.2 Notwithstanding the order or time of attachment, or the order, time or manner of perfection, or the order or time of filing or recordation of any document or instrument, or other method of perfecting a security interest in favor of the Senior Note Trustee or Lender in the Lender Collateral and/or the Senior Note Collateral, as the case may be, and notwithstanding any conflicting terms or conditions contained in any of the Senior Note Agreements or Financing Agreements: (a) Lender shall have security interests in and liens upon the Lender Collateral and the Senior Note Trustee shall in no event have any lien upon or security interest in or any other rights or claims with respect to all or any portion thereof, except as specifically provided in Section 1.2(c) of this Agreement; (b) the Senior Note Trustee shall have security interests and liens upon the Senior Note Collateral and Lender shall in no event have any lien upon or security interest in or any other rights or claims with respect to all or any portion thereof, except as specifically provided in Section 1.2(c) and elsewhere in this Agreement; (c) until all of the obligations, liabilities a...
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Related to ACKNOWLEDGMENT OF LIENS; INTELLECTUAL PROPERTY

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service ▇▇▇▇, trade secret, or any other proprietary rights protection legally available.

  • ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS 1. Licensee acknowledges that all Intellectual Property Rights in the Licensed Material are the property of the Publisher or duly licensed to the Publisher and that this Licence Agreement does not assign or transfer to the Licensee any right, title or interest therein except for the right to access and use the Licensed Material in accordance with the terms and conditions of this Licence Agreement. 2. For the avoidance of doubt, the Publisher hereby acknowledges that any database rights created by the Licensee or the Institutions as a result of Local Hosting, text mining or data mining of the Licensed Material shall be the property of the Licensee, or the Institution.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • Intellectual Property Security Agreements Duly executed originals of Trademark Security Agreements, Copyright Security Agreements and Patent Security Agreements, each dated the Closing Date and signed by each Credit Party which owns Trademarks, Copyrights and/or Patents, as applicable, all in form and substance reasonably satisfactory to Agent, together with all instruments, documents and agreements executed pursuant thereto.