8Intellectual Property. (a)On the date hereof, Schedule 5 lists all patented or registered Intellectual Property (and all applications for Patents or registrations thereof), material Copyright Licenses, material Trademark Licenses and material Patent Licenses owned by each Grantor.
8Intellectual Property. (a) Schedule 8 lists all Intellectual Property registered with, or applied for, the U.S. Patent and Trademark Office or the U.S. Copyright Office (or any foreign national registry) and owned by such Grantor in its own name on the date hereof.
8Intellectual Property. (a) Such Grantor (either itself or through licensees) will, except as shall be consistent with Grantor’s commercially reasonable business judgment, (i) continue to use each material Trademark owned by such Grantor in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past substantially the quality of products and services offered under each such Trademark, (iii) use each such Trademark with the appropriate notice of registration and all other notices and legends, in each case as required by applicable Law, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of any such Trademark unless the Collateral Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such material Trademark may become invalidated or impaired in any material way.
8Intellectual Property. (a)The Company has furnished to the Buying Parties a complete and accurate list of all material “Intellectual Property” (as that term is defined on Annex I to this Agreement), which is owned, licensed, leased or otherwise used by the Company in connection with the Business.
8Intellectual Property. Company (a) is the owner of or has the right to use the Company Marks and all other Intellectual Property licensed by Company to Bank hereunder, and (b) has the right, power and authority to license to Bank and its Affiliates and authorized designees the use of the Company Marks and such property as set forth herein. The use of the Company Marks and the Company Technology, Company Owned Modifications, Company Program Technology, and any Technology that Company contributes in connection with the development of any jointly owned Technology by said licensees in accordance with the licenses granted in this Agreement shall not violate any Applicable Law or infringe upon the rights of any third party. Company represents and warrants that use of the Company Marks in accordance with this Agreement shall not infringe any service mark, trademark or other rights of any third party.
8Intellectual Property. (a)Schedule 1.1(a) sets forth a complete and accurate list of all Patents owned or in-licensed by Seller or any of its Affiliates relating or used in connection with the Program, or any Molecule or Product, specifying as applicable: (i) the title thereof, if any; (ii) the registration or application number thereof, if any; and (iii) the jurisdiction in which such item exists or is registered. Except as set forth on Schedule 1.1(a), there is no Seller IP that is or has been the subject of any issuance by or registration with any Governmental Authority or application for any of the foregoing.
8Intellectual Property. (a)The Seller Entities exclusively own, free and clear of all Encumbrances, other than Permitted Encumbrances, all Seller Intellectual Property.
8Intellectual Property. (a)Schedule 5.8(a) sets forth, as of the date of this Agreement, a list of all registered Intellectual Property that is part of the Product Technology (the “Assigned Registered Intellectual Property”), including for each such item, as applicable: (i) the registration or application number for each item of Assigned Registered Intellectual Property; (ii) the owner of record; (iii) the registration date, as applicable; and (iv) the jurisdiction in which each such item of Assigned Registered Intellectual Property has been issued or registered. With respect to each item of the Assigned Registered Intellectual Property required to be disclosed in Schedule 5.8(a), except as set forth on Schedule 5.8(a), (x) such item is subsisting and has not been adjudicated to be invalid, infringed or unenforceable, and in full force and effect, (y) such item is in compliance with all formal legal and other requirements and all required actions and necessary fees due and documents and recordations with the relevant Governmental Entity in connection therewith have been paid and filed for the purposes of prosecuting, perfecting and maintaining such item. There are no unregistered Patent Rights (including invention disclosures, certificates of invention and applications for certificates of invention), social media handles, domain names and social media accounts, or Marks that are part of the Product Technology.
8Intellectual Property. The Company owns or possesses or can acquire on commercially reasonable terms sufficient legal rights to all Company Intellectual Property without any known conflict with, or infringement of, the rights of others. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.
8Intellectual Property. 10 Xxxxx represents and warrants that all trademarks and trademark applications, and all patents and patent applications, as set forth in Schedule 3.8, and any trade secrets, and “know-how” held relating to business of 12 Japan, and all other intangible assets, in 10 Xxxxx’s possession or that may be reasonably acquired by 10 Xxxxx any other proprietary information and trade secrets relating to the business of 10 Xxxxx (collectively the “Intellectual Property”) shall remain the intellectual property of 10 Xxxxx as of the date of Closing of this Agreement and that 10 Xxxxx shall take any steps reasonable to assign or otherwise transfer any Intellectual Property right to RETC, as necessary to protect RETC’s rights to the same. Further, 10 Xxxxx owns, free and clear of any encumbrance, or has the valid right to sell all Intellectual Property used by 10 Xxxxx in its business, as currently conducted. 10 Xxxxx represents that it has not received any written complaint, claim or notice alleging any such infringement, violation or misappropriation. Additionally, 10 Xxxxx has taken reasonable precautions (i) to protect its rights in its Intellectual Property and (ii) to maintain the confidentiality of its trade secrets, know-how and other confidential Intellectual Property, related to the business and to 10 Xxxxx’s knowledge, there have been no acts or omissions by the managers, members, employees and agents of 12 Japan, the result of which would be to materially compromise the rights of 10 Xxxxx to apply for or enforce appropriate legal protection of 10 Xxxxx’s Intellectual Property.
