Business Intellectual Property. (a) Except as set forth in Schedule 2.1(c), each item of the Business Intellectual Property set forth on Schedule 2.1(c) is either: (i) owned solely by Sellers free and clear of any Liens, license or other restriction; or (ii) rightfully used and authorized for use by Sellers and their successors pursuant to a valid license, sublicense, agreement or permission. Sellers have all rights in the Business Intellectual Property necessary to conduct the Business as currently conducted.
(b) Schedule 2.1(c) identifies all the Business Intellectual Property owned by the Sellers and each license, agreement, or other permission that the Sellers have granted to any third party with respect to any of the Business Intellectual Property (together with any exceptions). The Sellers have delivered to Buyer correct and complete copies of all such registrations, applications, licenses, sublicenses, agreements and permissions (as amended to date). Schedule 2.1(c) also identifies each material item of Business Intellectual Property that any third party owns and that any Seller uses pursuant to a license, sublicense, agreement, or permission. The Sellers have delivered to Buyer correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). With respect to each item of Business Intellectual Property identified on Schedule 2.1(c): (i) no Seller is in violation in any material respect of any license or other agreement to which such Seller is a party or otherwise bound relating to any of the Business Intellectual Property; (ii) none of the Business Intellectual Property is subject to any outstanding injunction, judgment, order, decree, ruling, or charge; (iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the knowledge of Seller, is threatened that challenges the legality, validity, enforceability, use, or ownership of the Business Intellectual Property; and (iv) no Seller has agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect to the Business Intellectual Property.
(c) To Sellers’ knowledge, each Seller’s current use of the Business Intellectual Property does not infringe upon any other Person’s copyright, trade secret rights, patent, trademark, service xxxx or other intellectual property right. Except as set forth in Schedule 6.4, no claims or demands have been asserted in writing against any Seller...
Business Intellectual Property. (a) To the extent Seller has not transferred the registrations of all Business Intellectual Property that is the subject of registrations with any Governmental Body or other third parties (including all Business Trademarks, domain names and short codes) to Company prior to the Closing, Seller shall take all actions required to transfer the registrations of all such Business Intellectual Property to Purchaser, at Seller's own expense (including payment of any fees, compensation or costs imposed in connection with the request for, or as a condition to the transfers of, any such Business Trademarks, domain names and short codes) as soon as possible after the Closing, but in no event later than six (6) months after the Closing Date, and cooperate with Purchaser in endeavoring to obtain, such transfers at no out-of-pocket cost or expense to Purchaser or the Company. For so long after the Closing as such transfers of such Business Intellectual Property have not been obtained, Seller and Seller Parent shall cooperate with Purchaser in any arrangement proposed by Purchaser in good faith, including obtaining adequate license rights at no cost to Purchaser, that is designed to provide for Purchaser the material benefits (including all economic benefits), claims and rights to the applicable Business Intellectual Property and enforcement for the benefit of Purchaser of any and all rights of Seller and Seller Parent in such Business Intellectual Property.
(b) The Parties acknowledge and agree that each of the Company and Seller have sole separate and equal ownership rights, including all copyright rights and other intellectual property rights, in and to the Co-Owned Software and that each such Party is entitled to sole and separate rights to use, transfer, modify, sell, license, sublicense and create derivative works from the Co-Owned Software without any obligations of any nature, including obligations of payment or accounting, to the other Party.
(c) Each of the Seller Parties hereby releases the Purchaser and the Company, and covenants and agrees not to xxx Purchaser or the Company, for or with respect to any and all claims of any nature whatsoever related to the ownership or use of the Co-Owned Software (including any derivative works thereof) by Purchaser or the Company after the Closing. The foregoing release and covenant not to xxx is personal to each of Purchaser and the Company and may not be transferred or assigned to any third party.
(d) Purchaser hereby rel...
Business Intellectual Property. Section 3.8(a) of the Seller Disclosure Schedule contains a complete and accurate list of the material Business Intellectual Property that is used to conduct the Business by Seller.
Business Intellectual Property. All Intellectual Property owned or held for use by Seller in its operation of the Business, including, without limitation, the name “Data Genomix,” “DG,” and each of anglrjobs, topplr, anglrlegal and anglrads, and any variations or derivations thereof (collectively, the “Business Intellectual Property”), together with the goodwill and right to xxx third-parties for past infringement or improper, unlawful or unfair use or disclosure of the Business Intellectual Property;
Business Intellectual Property. If Seller owns or shall at any time hereafter acquire any rights in any Business Intellectual Property, Seller shall, and hereby does, transfer all of its rights, title and interest in such Business Intellectual Property to the Purchaser for no additional consideration. Seller shall execute and deliver such additional documents and instruments and take such other actions as the Purchaser shall reasonably request to give effect to the provisions of this Section.
Business Intellectual Property. To the Knowledge of Seller: (i) Seller has the right to grant the IP License to Buyer with respect to Business Intellectual Property free and clear of any encumbrances or other restrictions; (ii) none of the Business Intellectual Property is the subject of (A) any pending adverse judgment, injunction, order, decree or agreement restricting Seller’s current use of such Business Intellectual Property in connection with the Acquired Centers or (B) any threatened litigation or claim of infringement made in writing or any pending litigation to which Seller is a party and (iii) Seller has not sent any Person any claim, demand or notice asserting infringement of any Business Intellectual Property.
Business Intellectual Property. The Intellectual Property owned or held for use by Seller Parties in its operation of the Business as specifically set forth on Schedule 2.1.1(c) (collectively, the “Business Intellectual Property”), together with the goodwill and right to xxx third-parties for past infringement or improper, unlawful or unfair use or disclosure of the Business Intellectual Property;
Business Intellectual Property. (a) All registered Intellectual Property owned or used by the Company and is complete and accurate ("Owned IP"). The Owned IP is valid and subsisting and is not subject, or likely to be subject to, amendment, challenge, removal or surrender.
(b) The Company owns all of the rights and interests in and has title to, or has validly licensed to it, all of the Intellectual Property used for the Business ("Business IP"). The Business IP comprises all the Intellectual Property Rights required to carry on the Company’s business as it is currently carried on or currently planned to be carried on.
(c) The Owned IP is not subject, or likely to be subject, to amendment, challenge, removal or surrender. There is nothing that might prevent applications from being granted.
(d) No compulsory licences or anything similar have been, or are likely to be, granted for the Owned IP.
(e) The licences of Intellectual Property granted to, and by, the Company are binding and in force. None of the parties to them is in default, there are no grounds on which they might be terminated and no disputes have arisen or are foreseeable in connection with them.
(f) The Business IP is not subject to any security interest, option, mortgage, charge or lien. The Business IP will not be lost, or rendered liable to termination, by virtue of the acquisition of the Shares or the performance of this Agreement.
(g) The Seller has transferred all IP to the Company and does not possess any IP which is being used by the Company.
Business Intellectual Property. At Completion, the entire beneficial ownership of the Seller and its Affiliates in the Business Intellectual Property shall transfer from the Seller to the Purchaser (or such of the Purchaser’s Affiliates as it shall designate), subject only to such filings and recordings as shall be necessary for the Purchaser (or such of the Purchaser’s Affiliates as it shall designate) to become the legal, recorded or registered holder of such Business Intellectual Property. The Seller and the Purchaser have executed and delivered the Trade Xxxx and Domain Name Assignment to effect such *** Confidential Treatment Requested ***
Business Intellectual Property. Seller shall use reasonable best efforts to, and shall use reasonable best efforts to cause its applicable controlled Affiliates to, execute and deliver any and all documents and instruments of perfection, conveyance or transfer as may be required to vest in Purchaser title to the Business Intellectual Property and to permit Purchaser to perfect, record or protect its interests in such Business Intellectual Property.
