ABILITY TO CONDUCT BUSINESS AND INTELLECTUAL PROPERTY RIGHTS Sample Clauses

ABILITY TO CONDUCT BUSINESS AND INTELLECTUAL PROPERTY RIGHTS. (a) The Disclosure Memorandum includes a true and complete list of all Summus Owned Intellectual Property, Summus Licensed Intellectual Property, and Summus Software, all as defined below, separately specified.
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ABILITY TO CONDUCT BUSINESS AND INTELLECTUAL PROPERTY RIGHTS. The Company owns or validly licenses the right to use all technology, proprietary information, know-how, ideas (patented or unpatented), data, licenses, customer lists, processes, formulas, trade secrets, telephone numbers, fax numbers, computer software, computer programs, designs, inventions, trademarks and service marks, trademark and service marks registrations and applications therefor, registered and common law copyrights, and registered copyright applications, trade names (whether or not registered or registrable), service marks, service xxxx registrations and applications therefor, Internet domain names and web sites (collectively, the "Proprietary Rights") necessary to conduct its business as its business is presently being conducted. The Disclosure Memorandum sets forth a complete and correct list (including, where applicable, registration numbers and dates of filing, renewal and termination) of all Proprietary Rights. Company has exercised reasonable efforts to protect its Proprietary Rights. Except as reflected on the Disclosure Memorandum, no Consent of any Person will be required for the use of the Proprietary Rights after the consummation of the Merger contemplated hereby and the transactions hereunder will not result in any breach of any agreement relating to any Proprietary Rights. No claim or opposition has been asserted by any Person to the ownership of or Company's right to use any of the Proprietary Rights or challenging or questioning the validity or effect of any license or agreement relating thereto, and there is no valid basis for any such claim or assertion. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly asserted, registered and filed. The Proprietary Rights owned by Company are owned free and clear of all Liens. The Surviving Corporation's use of the Proprietary Rights will not, and the conduct of the business as presently conducted does not, infringe on or violate the rights of any other Person. No proceedings have been instituted, are pending or threatened or are, to the knowledge of the Shareholders or Company, contemplated that challenge or oppose the rights of Company with respect to any of the Proprietary Rights. Company has not received any notice or inquiry from any Person of any alleged infringement by Company of any intellectual property right. Company has not given and is not bound by any agreement of indemnification in ...
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ABILITY TO CONDUCT BUSINESS AND INTELLECTUAL PROPERTY RIGHTS. (a) The Company has the means, rights, and information required to offer and sell the products now being offered and sold by the Company and to perform the services that are presently being performed by the Company. Except as set forth in SCHEDULE 1.12, the Company is not a party to, either as a licensor or licensee, nor is it bound by or subject to, any license agreement for any patent, process, trademark, service xxxx, trade name, copyright, trade secret or confidential information.
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ABILITY TO CONDUCT BUSINESS AND INTELLECTUAL PROPERTY RIGHTS. (a) Company and the Subsidiaries have the means, rights and information required to offer and sell the products now being offered and sold by them and to perform the services that are presently being performed by them. Neither Company nor any Subsidiary is a party to, either as a licensor or licensee, nor are any of them bound by or subject to, any license agreement for any patent, process, trademark, service xxxx, trade name, copyright, trade secret or confidential information. Except as set forth on SCHEDULE 3.15, Company and the Subsidiaries do not own or use any patents, copyrights, trademarks, service marks, trade names and applications therefor or registrations thereof. There are no rights of third parties with respect to any trademark, service xxxx, trade secret, trade name, patent, patent application, copyright, invention, device or process which has or could have an adverse effect on the operations of Company or the Subsidiaries. Company and the Subsidiaries have complied with all applicable Laws relating to the filing or registration of "fictitious names" or trade names.
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ABILITY TO CONDUCT BUSINESS AND INTELLECTUAL PROPERTY RIGHTS. (a) Schedule 4.9(a) sets forth a complete and correct list and summary description of the Intellectual Property Rights owned or used by MKTG and each Seller that are or have been used by it in connection with the Business together with a complete list of all licenses granted by or to any Person with respect to any of the listed Intellectual Property Rights. Except as set forth in Schedule 4.9(a), all of such Intellectual Property Rights are owned by Sellers, free and clear of any and all Liens, except Permitted Liens.
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ABILITY TO CONDUCT BUSINESS AND INTELLECTUAL PROPERTY RIGHTS. (a) The Company has the means, rights and information required to sell, offer for sale and use the items and perform the services as presently being offered for sale, sold, used or performed by Company, including, without limitation, the means, rights and information required to offer for sale, sell and use all such items and perform all such services without incurring any liability for license fees or royalties or any claims of infringement of patents, trade secrets, copyrights, trademark, service mark or other proprietary rights. The Disclosure Schedules describes axx xroprietary inventions, designs, ideas, processes, methods and other know-how of Company which are valuable in the operation of the Company's business and, with respect to each such item, indicates whether Company holds any patent or patent application therefor (in each such case, identifying the date(s) and jurisdiction(s) in which the patent was granted or applied for and the number of such patent or application) or has sought any advice as to the patentability of the same (in each such case, summarizing such advice) or believes it has trade secret protection therefor (in each such case, providing a description of the measures which have been taken to protect the secrecy of the item). The Company is not a party to, either as licensor or licensee, and is not bound by or subject to, any license agreement for any patent, process, trademark, service mark, trade secrets, trade name, service name or copyright, except as xxxxribed in the Disclosure Schedules. All patents, copyrights, trademarks, service marks and trade names, and applications therefor or registrations thereof, owned or used by Company are listed in the Disclosure Schedules and, to the extent indicated thereon, have been duly registered in, filed in or issued by the Patent and Trademark Office, the Copyright Office or the corresponding agency or office of the Forum identified therein. The Company has complied with all applicable Laws relating to the filing or registration of "fictitious names" or trade names.
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ABILITY TO CONDUCT BUSINESS AND INTELLECTUAL PROPERTY RIGHTS. (a) The Company has the means, rights, and information required to offer and perform the services that are presently being performed by the Company. The Company is not a party to, either as a licensor or licensee, nor is it bound by or subject to, any license agreement for any patent, process, trademark, service xxxx, trade name, copyright, trade secret or confidential information. Except for the Company's trademark and the trade name or names set forth in the DISCLOSURE SCHEDULES, the Company neither owns nor uses any patents, copyrights, trademarks, service marks, trade names and applications therefor, or registrations thereof. There are no rights of third parties with respect to any trademark, service xxxx, trade secret, confidential information, trade name, patent, patent application, copyright, invention, device, or process which has or could have an adverse effect on the operations of the Company. The Company has complied with all applicable Laws relating to the filing or registration of "fictitious names" or trade names.
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Related to ABILITY TO CONDUCT BUSINESS AND INTELLECTUAL PROPERTY RIGHTS

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • Ownership of Intellectual Property Rights Each party shall retain ownership of all its pre-existing Intellectual Property Rights notwithstanding their disclosure and use hereunder. To the extent that Development Efforts result in the creation of new Intellectual Property Rights, Purchaser shall own all new Intellectual Property Rights relating to the Prototype (excluding those relating to the Panther Drive System but including the unique data, if any, concerning the interface of the drive system to the Enova Panther(TM) Propulsion System Product and Services Agreement Prototype) and Enova shall own all new Intellectual Property Rights relating to electric and hybrid drive systems, including, without limitation, the Panther Drive Systems. To the extent that a new Intellectual Property Right is created that cannot be described by the foregoing sentence, it shall be jointly owned with no obligation to account to the other party therefor.

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

  • Technology and Intellectual Property (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.”

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • 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.

  • Background Intellectual Property The Recipient must own the Background Intellectual Property or hold sufficient Background Intellectual Property Rights to permit the Project to be carried out and the Project Intellectual Property to be exploited by the Recipient.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment.

  • Protection of Intellectual Property Rights (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

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