Authority to Conduct Business and Intellectual Property Rights Sample Clauses

Authority to Conduct Business and Intellectual Property Rights. (a) Except as set forth on Schedule 3.11(a), the Company owns all right, title, and interest in and to, or has the valid and enforceable right to use all of the Intellectual Property used in the operation of the Business, free and clear of all Encumbrances (collectively, "Company Intellectual Property"). (b) Schedule 3.11(b) contains a complete and correct list of all (i) patented and registered Intellectual Property (as defined below) owned by the Company, (ii) pending applications for Intellectual Property owned or filed by the Company, and (iii) other material Intellectual Property owned or used by the Company in the Business. The Company is not a party to, either as licensor or licensee, and is not otherwise bound by or subject to, any license agreement or other agreement related to Intellectual Property, except as described in Schedule 3.11(a). (c) Except as set forth in Schedule 3.11(c), there are no pending, or, to the knowledge of Metal Resources or the Company, threatened claims against the Company or any of its employees challenging the validity, enforceability, ownership or use of any Company Intellectual Property or alleging that the operation of the Business infringes, misappropriates, or otherwise conflicts with the Intellectual Property of another Person (including any demands or offers to license any Intellectual Property), and, to the knowledge of Metal Resources and the Company, there is no reasonable basis for the foregoing. (d) The operation of the Business as conducted by the Company prior to Closing does not infringe, misappropriate, or otherwise violate any Intellectual Property of another Person, and except for those consents set forth on Schedule 3.11(d), the consummation of the transactions contemplated hereby shall not cause the operation of the Business to infringe, misappropriate, or otherwise violate any Intellectual Property of another Person. To the knowledge of Metal Resources and the Company, no third party has infringed, misappropriated, or otherwise conflicted with, or is infringing, misappropriating, or otherwise conflicting with, any of the Company Intellectual Property. (e) The Company takes reasonable measures to protect, maintain and enforce the Company Intellectual Property, including, but not limited to, by requiring all information technology and sales employees who develop or handle Intellectual Property on behalf of the Company to enter into agreements pursuant to which such employees agree to protect the confi...
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Authority to Conduct Business and Intellectual Property Rights. Except as set forth on SCHEDULE 2.12, Companies have the right and authority 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 Companies, including, without limitation, the rights and authority 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 xxxx or other proprietary rights. Companies are not parties to, either as licensor or licensee, and are not bound by or subject to, any license agreement for any patent, process, trademark, service xxxx, trade secrets, trade name, service name or copyright, except as described in SCHEDULE 2.12. All patents, copyrights, trademarks, service marks and trade names, and applications therefor or registrations thereof, owned or used by Companies are listed in SCHEDULE 2.12 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. To the knowledge of Seller, HTHF and Parent, there are no rights of third parties with respect to any patent, patent application, invention, copyrights, trademark, service xxxx, trade secrets, trade name or device which would have an adverse effect on the operations of the Companies' businesses.
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Authority to Conduct Business and Intellectual Property Rights. Seller has the means, rights, capabilities and information required to manufacture, process, sell, offer for sale and use the items and perform the services as presently being manufactured, processed, offered for sale, sold, used or performed by Seller in the Aluminum Business, including without limitation, the means, rights, capabilities and information required to manufacture, process, 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 marks or other proprietary rights. Except as disclosed in Schedule 2.13, Seller owns all rights to the Lost Foam Technology as it has been used by Seller, and the Lost Foam Technology as so used and as being sold to Purchaser is not subject to or in violation of the rights or interests of any third party. Except as set forth in Schedule 2.13 and to the knowledge of Seller, there are no rights of third parties with respect to any patent, patent application, invention, process, know-how, copyright, copyright application, trademark, service xxxx, trade secrets, trade name or device relating to the operations or prospects of the Aluminum Business.
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Authority to Conduct Business and Intellectual Property Rights. Schedule 2.16 describes all patents and patent applications which are used or valuable in the operation of the Business (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), and to Seller’s Knowledge such patents and patent applications do not infringe on any rights of any third party. Seller 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 mxxx, trade name or copyright, except as described in Schedule 2.16. All trademarks, service marks, trade names, and applications therefor or registrations thereof, owned or used by Seller in the Business are listed in Schedule 2.16, and, as applicable and to the extent indicated thereon, have been duly registered in, filed in or issued by the U.S. Patent and Trademark Office or the corresponding agency or office of the states of the United States indicated.
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Authority to Conduct Business and Intellectual Property Rights. Seller has the means, rights and information required to offer for sale and perform the services as presently being offered for sale, or performed by Seller, including, without limitation, the means, rights and information required to offer for sale, 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, xx other proprietary rights. Schedule 3.14 describes all proprietary inventions, designs, ideas, processes, methods and other know-how of Seller which are valuable in the operation of Seller's Business and, with respect to each such item, indicates whether Seller 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). Seller is not a party to, either as licensor or licensee, and is not bound by or subject to, any
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Authority to Conduct Business and Intellectual Property Rights. (a) Except as set forth on Schedule 3.11(a), the Companies own all right, title, and interest in and to, or has the valid and enforceable right to use all of the material Intellectual Property used in the operation of the Business, free and clear of all Encumbrances (collectively, “Company Intellectual Property”). (b) Schedule 3.11(b) contains a complete and correct list of all (i) patented and registered Intellectual Property owned by each Company, (ii) pending applications for Intellectual Property owned or filed by each Company, and (iii) other material Intellectual Property owned or used by each Company in the Business other than shrink wrap or off-the-shelf software products. The Companies are not a party to, either as licensor or licensee, and not otherwise bound by or subject to, any license agreement or other agreement related to Intellectual Property, except as described in Schedule 3.11(b). (c) Except as set forth in Schedule 3.11(c), there are no pending, or, to the knowledge of either Company, threatened claims against such Company or any of its respective employees challenging the validity, enforceability, ownership or use of any of such Company’s Intellectual Property or alleging that the operation of the Business infringes, misappropriates, or otherwise conflicts with the Intellectual Property of another Person (including any demands or offers to license any Intellectual Property). (d) To Seller’s knowledge, the operation of the Business as conducted by each Company prior to Closing does not infringe, misappropriate, or otherwise violate any Intellectual Property of another Person. To Seller’s knowledge, no third party has infringed, misappropriated, or otherwise conflicted with, or is infringing, misappropriating, or otherwise conflicting with, any of the Company Intellectual Property.
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Authority to Conduct Business and Intellectual Property Rights. To Seller's knowledge, Seller has the means, rights and information required to offer and sell the products now being offered and sold by Seller and to perform the services that are presently being performed by Seller, including, without limitation, the means, rights and information required to offer and sell such products, 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 xxxx, or other proprietary rights. Schedule 3.15 of the Disclosure Memorandum describes all proprietary inventions, designs, ideas, processes, methods and other know-how of Seller used in the operation of Seller's Business and, with respect to each such item, indicates whether Seller 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). Seller 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 xxxx, trade name or copyright, except as described in Schedule 3.15 of the Disclosure Memorandum. All patents, copyrights, trademarks, service marks, trade names, and applications therefor or registrations thereof, owned or used by Seller are listed in Schedule 3.15 of the Disclosure Memorandum, and, to the extent indicated thereon, have been duly registered in, filed in or issued by the U.S. Patent and Trademark Office or the corresponding agency or office of the states of the United States or foreign countries indicated. To Seller's and the Shareholders' knowledge there are no rights of third parties with respect to any trademark, service xxxx, trade secrets, trade name, patent, patent application, invention or device which would have a material adverse effect on the operations of Seller. Seller has complied with all applicable Laws relating to the filing or registration of "fictitious names" or trade names, and all such filings are identified in Schedule 3.15 of the Disclosure Memorandum.
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Related to Authority to Conduct Business and Intellectual Property Rights

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

  • Intellectual Property Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.

  • INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights. 42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party. 42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies; 42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: 42.4.1 availability, provision or use of the Services (or any parts thereof); and 42.4.2 performance of the Supplier's responsibilities and obligations hereunder. 42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. 42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either: 42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or 42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and 42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Confidentiality and Intellectual Property Rights (a) The parties acknowledge that the information which the disclosing party submits to the receiving party in connection with this Agreement includes disclosing party's confidential and proprietary information, both of a technical and commercial nature. Receiving party agrees not to disclose such information to third parties without disclosing party's prior written consent. (b) The intellectual property rights, copyrights and other rights connected therewith, in respect of drawings, specifications, documents, data and software made available by the Seller to the Buyer shall be owned solely by the Seller and shall remain its property. Buyer is not allowed to permit any third party to fabricate the Products or any parts thereof. (c) The Buyer is obliged to inform the Seller of any intellectual property rights that may exist with respect to the Equipment if Services are rendered for Equipment not supplied by the Seller. In case of third-party claims that may be asserted on the grounds of the existence of intellectual property rights on the Equipment or Products not delivered by the Seller, the Buyer shall indemnify and hold harmless the Seller against any such claims. (d) With regard to software the Seller grants to the Buyer a non-exclusive and non-transmissible right to use the intellectual property right, in machine-readable, object code form, on one system limited to the operation of the agreed Equipment. The software license shall be unlimited in time and free of charge, if not otherwise agreed. Neither the Buyer nor any third party shall modify, reproduce, translate, reverse engineer, transfer from object code to the source code or decompile the Seller´s software. The license does not entitle the Buyer to use the software for any equipment other than the agreed Equipment, to grant sub-licenses or to copy the software documents without the Seller ´s prior written consent. The Buyer is only entitled to make a single copy for backup purposes to be able to reload the system limited to the one agreed Equipment. If the Buyer exchanges the agreed Equipment, new software has to be purchased and installed. In case of termination of the Agreement the license terminates and all copies of the software and the documentation shall be returned to the Seller promptly after termination.

  • COPY RIGHT AND INTELLECTUAL PROPERTY 8.1. All information (inclusive of data, text, image) displayed in xxxx.xxxxxxxx.xxx.xx shall not be used or published in other channels without the express written permission of PAH. PAH has the right to use any available legal remedies which may include the demand for factual or statutory damages, solicitor's fees and injunctive relief for any violation of PAH's intellectual property rights.

  • 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. 10.7.2 Each Party shall give prompt written notice to the other of claims or suits arising out of actual or alleged Infringement of Patent Rights, Know-How or other intellectual property owned by a third party, as a result of any 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, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event Licensee, subject to the provisions of Section 10.7.3, shall have the right to contest or defend such claim or suit on behalf of itself and on behalf of Ipsen. If Licensee elects to contest or defend such claim or suit, Licensee shall notify Ipsen of such election, and shall keep Ipsen fully informed of any development in such claim or suit, including by transmitting copies of all documents in such claim or suit. If Licensee contests or defends a claim or suit pursuant to this Section 10.7.2 and Ipsen has not elected to contest or defend such claim or suit subject to, and in accordance with, the provisions of Section 10.7.3, then (a) Licensee shall control the defense of such claim or suit, (b) Ipsen shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Licensee and at Licensee’ sole cost and expense; and (c) Licensee shall have the right to compromise or settle such claim or suit; provided, however, that, if such claim or suit was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Know-How, any such compromise or settlement by Licensee of such claim or suit shall be subject to Xxxxx’x prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Licensee’s control of the defense of any claim or proceeding pursuant to this Section 10.7.2, Ipsen shall have the right to participate in such defense using counsel of its own choice and at its own expense, provided that such claim or proceeding was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. 10.7.3 If, within [ ]* after Licensee receives written notice of any such claim or suit, Licensee elects not to contest or defend, or fails to notify Ipsen of its intent to contest to or defend, such claim or suit, then Ipsen shall have the right to contest or defend such claim or suit on behalf of itself and Licensee and shall keep Licensee fully informed of any development in such claim or suit, including by transmitting copies of all documents submitted in such claim or suit. Notwithstanding any of the foregoing provisions of this Section 10.7.3 to the contrary, Xxxxx’x right under this Section 10.7.3 to contest or defend such claim or suit shall apply only if either (i) such claim or suit was originally made or brought against Ipsen or any of its Affiliates or (ii) such claim or suit pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. If Ipsen contests or defends a claim or suit pursuant to this Section 10.7.3, then (a) Ipsen shall control the defense of such claim or suit, (b) Licensee shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Ipsen and at Xxxxx’x sole cost and expense and (c) Ipsen shall have the right to compromise or settle such claim or suit; provided, however, that such compromise or settlement shall be subject to Licensee’s prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Xxxxx’x control of the defense of any such claim or proceeding, Licensee shall have the right to participate in such defense using counsel of its own choice and at its own expense. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 10.7.4 The defending Party shall bear its own costs and expenses (including, without limitation, attorneys fees and court costs) in connection with the defense of any claim or suit pursuant to Section 10.7.2 or Section 10.7.3, and the defending Party shall also bear the costs and expenses of the other Party if and to the extent that such costs and expenses were incurred by such other Party in connection with reasonable assistance provided by such other Party in connection with such defense at the request of the defending Party. 10.7.5 In the event that, in connection with the defense of any claim or suit pursuant to this Section 10.7 or any settlement thereof, the defending Party shall receive damages, costs or other amounts, such damages, costs or other amounts shall be treated in the manner contemplated under Section 10.6 as if they had been received by the defending Party in connection with any action or proceeding initiated and pursued by the defending Party pursuant to Section 10.6 above. 10.7.6 The provisions of this Section 10.7 and the respective rights and obligations of the Parties under this Section 10.7 shall be without prejudice to any of the provisions of Article 15 or any of the respective rights and obligations of the Parties under Article 15.

  • Ownership of Intellectual Property Rights 1. 3. 1. Your only right to use the Software is by virtue of this License and you acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of Traction Software Limited or its licensors. 2. 3. 2. You further acknowledge that all intellectual property rights in or relating to any improvement, modification or adaptation of the Software arising directly or indirectly from you using the Software are and shall remain the exclusive property of Traction Software Limited. 3. 3. 3. You agree that you will not remove or alter any copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the Software or any copy of the Software.

  • Background Intellectual Property It is possible that one or both Parties may possess rights in background intellectual property, that is, intellectual property not otherwise subject to this Agreement, which would be useful or essential to the practice or commercialization of the results of this Agreement. For example, the RI might own a patent which would be infringed by the SBC when it attempted to commercialize the results of this Agreement unless a license was obtained from the RI. Where the Parties determine that background technology may exist, consideration should be given to negotiating license rights which will allow the practice and commercialization of the results of this Agreement.

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