Assets; Intellectual Property Sample Clauses

Assets; Intellectual Property. (a) Except as set forth in Section 4.12(a) of the Disclosure Schedule, upon consummation of the Spin-Off, the Company and the Retained Subsidiaries will own or have rights to use all Assets necessary to permit the Company and the Retained Subsidiaries to conduct the Retained Business as it is currently being conducted except where the failure to own or have the right to use such Assets would not, individually or in the aggregate, have a Material Adverse Effect. (b) To the knowledge of the Company, based solely upon inquiry of the Company's General Counsel and Chief Patent Counsel, the Company does not now and has not in the past used Intellectual Property in the Retained Business which conflicts with or infringes upon any proprietary rights of others except where such conflict or infringement would not have, individually or in the aggregate, a Material Adverse Effect. "INTELLECTUAL PROPERTY" means trademarks, trade names, service marks, service names, xxxx registrations, logos, assumed names, copyright registrations, patents and all applications therefor and all other similar proprietary rights. SECTION 4.13.
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Assets; Intellectual Property. (A) NADL has full legal title (including ownership and lease rights) to or otherwise has the right to use, free from any current Encumbrances (or Encumbrances which, so far as Seadrill is aware, will come into effect after Completion) in relation to the real estate and material moveable assets used by NADL and there is no agreement, arrangement or obligation to create such Encumbrances and no claim has been received by NADL in respect of any such Encumbrance.
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Assets; Intellectual Property. Except for the GP Interest, the bank accounts identified in Schedule 4.14, and any Intellectual Property identified in Schedule 4.12, Resources owns no properties or assets. Schedule 4.12 lists all (a) patents and patent rights, (b) trademarks, trademark rights, trade names, trade name rights, service marks, service xxxx rights, trade dress, logos, and corporate names and registrations and applications for registration thereof, (c) copyrights and registrations and applications for registration thereof, and (d) internet domain names owned by Resources (collectively, “Intellectual Property”). Except as set forth on Schedule 4.12, Resources owns or has the right to use all Intellectual Property necessary to conduct its business as currently conducted.
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Assets; Intellectual Property. 12 Section 4.13. Reserved.................................................... 12 Section 4.14. Reserved.................................................... 12 Section 4.15. Certain Contracts and Arrangements.......................... 12 Section 4.16. Taxes....................................................... 12 Section 4.17. Retained Business FCC Licenses.............................. 14 Section 4.18. Labor Matter................................................ 14 Section 4.19. Rights Agreement............................................ 14 Section 4.20. Certain Fees................................................ 14 Section 4.21. No Additional Approvals Necessary........................... 14 Section 4.22. Materiality................................................. 14 ARTICLE V
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Assets; Intellectual Property. (a) All Intellectual Property that is either owned or licensed to the Company is listed on Schedule 4.14(a). Except as disclosed in Schedule 5.14(a), (i) the Company has the right to use such Intellectual Property, (ii) all registrations with respect to Intellectual Property owned by the Company thereto are in full force and effect, and (iii) the Company has taken appropriate and reasonable security measures to protect the secrecy, confidentiality, and value of the Intellectual Property owned by the Company.
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Assets; Intellectual Property. (a) Except as set forth in Section 3.13(a) of Seller's Disclosure Schedule, the Acquired Companies and their Subsidiaries collectively own or have rights to use all material properties and assets (including Intellectual Property) necessary to permit them to conduct the business of the Acquired Companies and their Subsidiaries as it is currently being conducted (the "Company Business"). As used in this Agreement, "
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Assets; Intellectual Property. (a) Except as set forth in Section 4.13(a) of Parent's Disclosure Schedule, upon consummation of the Distribution, Parent and the Retained Subsidiaries will own or have rights to use all material properties and assets (including Intellectual Property) necessary to permit Parent and the Retained Subsidiaries to conduct the Retained Business as it is currently being conducted.
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Assets; Intellectual Property 
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Related to Assets; Intellectual Property

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • Intellectual Property Assets (a) The term “

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • 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.

  • Company Intellectual Property The Executive agrees to promptly disclose to the Company any and all work product, inventions, artistic works, works of authorship, designs, methods, processes, technology, patterns, techniques, data, Confidential Information, patents, trade secrets, trademarks, domain names, copyrights, and the like, and all other intellectual property relating to the business of the Company and any of its affiliates which are created, authored, composed, invented, discovered, performed, perfected, or learned by the Executive (either solely or jointly with others) during the Employment Term (collectively, together with such intellectual property as may be owned or acquired by the Company, the “Company Intellectual Property”). The Company Intellectual Property shall be the sole and absolute property of the Company and its affiliates. All work performed by the Executive in authoring, composing, inventing, creating, developing or modifying Company Intellectual Property and/or other work product to which copyright protection may attach during the course of the Executive’s employment with the Company shall be considered “works made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company. To the extent such works, work product or Company Intellectual Property are not considered “works made for hire,” all right, title, and interest to such works, work product and Company Intellectual Property, including, but not limited to, all copyrights, patents, trademarks, rights of publicity, and trade secrets, is hereby assigned to the Company and the Executive agrees, at the Company’s expense, to execute any documents requested by the Company or any of its affiliates at any time in relation to such assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property used by the Company or held for use in the business of the Company, including all Company Intellectual Property. The Executive further acknowledges and agrees that any and all derivative works, developments, or improvements based on intellectual property, materials and assets subject to this Section 6 created during the Employment Term (including, without limitation, Company Intellectual Property) shall be exclusively owned by the Company. The Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Employment Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company and its affiliates in such intellectual property, materials and assets, including, without limitation, the Company Intellectual Property.

  • Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right CONTROLLED by such PARTY as of the EFFECTIVE DATE.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Other Intellectual Property All rights in respect of all --------------------------- Intellectual Property of CSI, other than registered Intellectual Property and applications therefor, related to the Products or otherwise used by the Company Business at the Transformation Date (collectively the "Contributed Non-Registered Intellectual Property") ------------------------------------------------ and any remedies against any and all past, present and future infringements thereof and rights to protection of interest therein.

  • Third Party Intellectual Property The Manager shall assist and fully cooperate with the Successor Manager or its designated alternate service provider in obtaining any necessary licenses or consents to use any third party Intellectual Property then being used by the Manager or any Sub-manager. The Manager shall assign, and shall cause each Sub-manager to assign, any such license or sublicense directly to the Successor Manager or its designated alternate service provider to the extent the Manager, or each Sub-manager as applicable, has the rights to assign such agreements to the Successor Manager without incurring any additional cost.

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