Material Intellectual Property Sample Clauses

Material Intellectual Property. Notwithstanding anything to the contrary in this Agreement, (x) no Credit Party or any of its Restricted Subsidiaries shall (whether by Investment, Restricted Payment, Disposition or otherwise) transfer any ownership right, or exclusive license or exclusive right to, any Material Intellectual Property to any Unrestricted Subsidiary (including by transferring any Capital Stock of a member of the Restricted Group to an Unrestricted Subsidiary) and (y) to the extent that any Restricted Subsidiary owns, or holds exclusive licenses or rights to, any Material Intellectual Property, no such Restricted Subsidiary may be designated as an Unrestricted Subsidiary.

Material Intellectual Property. Schedule 7.05(c) to the Disclosure Letter (as amended from time to time by Borrower in accordance with Section 7.20) contains an accurate list of the Obligor Intellectual Property the loss of which would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with an indication as to whether the applicable Obligor owns or has an exclusive or non-exclusive license to such Obligor Intellectual Property.

Material Intellectual Property. Permit any Subsidiary that is not a Guarantor to own any material Intellectual Property or any Intellectual Property material to the operation of the Borrower’s or any Guarantor’s business.

Material Intellectual Property. Schedule 7.05(c) contains an accurate list of the Obligor Intellectual Property that is material to the Borrower’s business with an indication as to whether the applicable Obligor owns or has an exclusive or non-exclusive license to such Obligor Intellectual Property.

Material Intellectual Property. Schedule 7.05(c) contains a complete and accurate list of the Obligor Intellectual Property the loss of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect upon the Borrower’s business with an indication as to whether the applicable Obligor owns or has an exclusive or non-exclusive license to such Obligor Intellectual Property.

Material Intellectual Property. No Material Intellectual Property may be owned or held (including by way of an exclusive license of such Material Intellectual Property) by any Person that is not a Credit Party.

Material Intellectual Property. Notwithstanding anything to the contrary set forth in this Indenture, interests in the Material Intellectual Property shall be held at all times by the Company or a Guarantor and the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, (a) sell or transfer its interest, in one or a series of transactions, in any of the Material Intellectual Property to a Person that is not the Company or a Guarantor, (b) exclusively or co-exclusively licenses any Material Intellectual Property to a Person that is not the Company or a Guarantor (other than (i) non-perpetual licenses that are exclusive solely with respect to a customized software or software enhancement entered into in the ordinary course of business and in connection with the provision of services by the Company or any of its Subsidiaries or the provision, directly or together with the Company, of services by any third party with whom the Company or any of its Subsidiaries has a commercial arrangement to provide services or technology to enable the provision of such services to its customers; provided that, (i) at the time such license is entered into, in the judgment of the Company, the granting of such license does not materially and adversely affect the business or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole), or (c) sell or transfer any interest in any Guarantor holding interests in Material Intellectual Property to a Person that is not the Company or a Guarantor, provided that, in each case, any Lien permitted by this Indenture shall not be prohibited by this Section 4.12.

Material Intellectual Property. [None.] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. This ACCESSSION AGREEMENT NO. [__], dated as of [________], [____], relating to the Guaranty and Security Agreement (the “Security Agreement”), dated as of [________], [____], among the Wholly Owned Opco Guarantors identified therein and Deutsche Bank Trust Company Americas, as Collateral Agent.

Material Intellectual Property. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, (x) none of the Borrower or any other Loan Party shall (i) sell, transfer or otherwise dispose of any Material Intellectual Property (whether pursuant to a sale, transfer, Disposition, Investment, Restricted Payment or lease or license of the exclusive rights thereto, including by way of Investment, Restricted Payment or Disposition of the Equity Interests of a Subsidiary that owns Material Intellectual Property) to any Subsidiary that is not a Loan Party or (ii) permit any Subsidiary Loan Party holding Material Intellectual Property to become a Subsidiary that is not a Loan Party; provided that in no event shall this Section 6.06 prohibit the Borrower or its Subsidiaries from entering into non-exclusive leasing or licensing arrangements in the ordinary course of business and (y) no Subsidiary that is not a Loan Party shall own or hold any Material Intellectual Property or an exclusive license to any Material Intellectual Property; provided that to the extent the Chilean IP becomes Material Intellectual Property, the Borrower will use commercially reasonable efforts to transfer such Material Intellectual Property to a Loan Party or cause a Loan Party to enter into an exclusive licensing arrangement with such non-Loan Party with respect to such Material Intellectual Property, unless, in each case, doing so would result in adverse Tax consequences.