“Copyrights” means, with respect to any Person, all the following now owned or hereafter acquired by such Person: (a) all copyright rights in any copyrightable work subject to the copyright laws of the United States of America or any other country or any political subdivision thereof and (b) all registrations and applications for registration of any such copyright in the United States of America or any other country, including, registrations, recordings, supplemental registrations, pending applications for registration, and renewals in the United States Copyright Office (or any similar office in any other country or any political subdivision thereof), including, in the case of any Grantor, any of the foregoing set forth under its name on Schedule III.
“Credit Agreement” has the meaning assigned to such term in the Recitals hereto.
“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation.
“Federal Securities Laws” has the meaning assigned to such term in Section 5.04.
“Grantors” means, collectively, Intermediate Holdings, the Borrower and each Subsidiary Loan Party.
“Guarantors” means, collectively, Intermediate Holdings, the Borrower (except with respect to obligations of the Borrower) and each Subsidiary Loan Party.
“Indemnified Amount” has the meaning assigned to such term in Section 6.02.
“Intellectual Property” means all intellectual property rights of every kind and nature, including those in inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information,know-how,show-how or other data or information and databases and all applications therefor, and related documentation, registrations and filings, and all additions, improvements and accessions to any of the foregoing.
“Intermediate Holdings” has the meaning assigned to such term in the Preamble hereto.
“IP Security Agreements”has the meaning assigned to such term in Section 4.02(b).
“JPMCB” has the meaning assigned to such term in the Preamble hereto.
“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement for Intellectual Property to which any Grantor is a party, including, in the case of any Grantor, any of the forgoing set forth under its name on Schedule III.
“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.
“Owned Intellectual Property” shall mean, collectively, all Copyrights, Patents and Trademarks owned by any Grantor.
“Patent License” means any written agreement, now or hereafter in effect, to which a Grantor is a party granting to any Person any right to use a Patent granted to any Grantor or granting to any Grantor any right to use a Patent granted to any other Person, and all rights of any Grantor under any such agreement.
“Patents” mean, with respect to any Person, all the following now owned or hereafter acquired by such Person: (a) all patents of the United States of America or the equivalent thereof in any other country, all registrations and recordings thereof and all applications for patents of the United States of America or the equivalent thereof in any other country or any political subdivision thereof, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country or any political subdivision thereof, including, in the case of any Grantor, any of the foregoing set forth under its name on Schedule III, and (b) all reissues, continuations, divisionals,continuations-in-part, reexaminations, supplemental examinations,inter partes reviews, renewals, adjustments or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, have made, use, sell, offer to sell, import or export the inventions disclosed or claimed therein.
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