Company IP. Each Group Company owns or otherwise has sufficient rights (including but not limited to the rights of development, maintenance, licensing and sale) to all Intellectual Property necessary and sufficient to conduct its business as currently conducted by such Group Company (“Company IP”) without any known conflict with or known infringement of the rights of any other Person. Section 12.1 of the Disclosure Schedule sets forth a complete and accurate list of all Company Registered IP for each Group Company, including for each the relevant name or description, registration/certification or application number, and filing, registration or issue date.
Company IP. “Company IP” shall mean (a) all Intellectual Property Rights in or pertaining to the Company Products or methods or processes used to manufacture, support, or service the Company Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to any of the Acquired Corporations.
Company IP. The Group Company owns, is licensed to use or otherwise has sufficient rights (including but not limited to the rights of development, maintenance, licensing and sale) to all Intellectual Property necessary and sufficient to conduct its business (including the Business), as currently conducted by such Group Company, and as contemplated to be conducted (“Company IP”) without any conflict with or infringement of the rights of any other Person. Section 3.22(i) of the Disclosure Schedule sets forth a complete and accurate list of all Company Registered IP for each Group Company, including for each the relevant name or description, registration/certification or application number, and filing, registration or issue date.
Company IP. Each Group Company owns or otherwise has sufficient rights (including, but not limited to the rights of development, maintenance, licensing and sale) to all Intellectual Property necessary and sufficient to conduct its Business as now conducted and as proposed to be conducted by such Group Company without any known conflict with or known infringement of the rights of any other Person. Section 3.19(i) of the Disclosure Schedule sets forth a complete and accurate list of all Company Registered IP for each Group Company, including for each the relevant name or description, registration/certification or application number, and filing, registration or issue date. There exists no pending or to the knowledge of the Warrantors, threatened condemnation, confiscation, dispute, claim, demand or similar proceeding with respect to the continued use and enjoyment of any Company Owned IP by any Group Company.
Company IP. Except as disclosed on Schedule 3.13.3:
(a) The Group Companies own, or have adequate rights to use, all Company Intellectual Property Rights without any infringement of, the Intellectual Property Rights of others;
(b) No Person other than a Group Company has any ownership interest in any Company Material IP;
(c) No Group Company has granted any exclusive licenses to Company Intellectual Property Rights to third parties;
(d) The Company Intellectual Property Rights and the Intellectual Property Rights of the Group Companies under the Inbound IP Contracts include all of the Intellectual Property Rights used or purported to be used by the Group Companies for the conduct of the Business, and there are no other Intellectual Property Rights that are required to operate the Business as currently conducted;
(e) All Company Intellectual Property Rights that are owned or purported to be owned by the Group Companies (i) are solely owned (both beneficially and with respect to registrations and applications, as the record owner) by a Group Company free and clear of all Liens, other than Permitted Liens, and (ii) used or held for use in, or necessary to conduct, the Business as currently conducted, including to design, develop, manufacture, license, market, distribute, maintain, repair, offer for sale, sell, or use such Group Company’s Products, are subsisting, valid and enforceable;
(f) All fees have been timely paid and all required communications and responses timely filed with regard to all Company Intellectual Property Rights that are owned by the Group Companies subject to registration with a Governmental Authority or other registrar, and the applicable Group Company and its Representatives have complied with the duty of candor and disclosure, and have not made any material misrepresentations in connection with the prosecution and maintenance of any registered Patents or Patent application owned by a Group Company;
(g) No grants, funding, facilities, or personnel of any Governmental Authority or university, research institution or similar entity was used to develop or create (in whole or in part) any Company Intellectual Property Rights that are owned by the Group Companies;
(h) Neither the validity, enforceability nor scope of, nor any Group Company’s title or other rights to, any Company Intellectual Property Rights that are owned by the Group Companies is currently being, or, in the six (6) years prior to the date hereof, has been, challenged in any Action, an...
Company IP. To the Warrantors’ Knowledge (but, with respect to patents, trademarks, service marks, and trade names, without having conducted any special investigation or patent or trademark search), each Group Company owns or otherwise has sufficient rights to use, or can obtain on commercially reasonable terms, all Intellectual Property necessary to conduct its business as currently conducted and presently proposed to be conducted by such Group Company without any known conflict with or known infringement of the rights of any other Person. Section 3.19(i) of the Disclosure Schedule sets forth a complete and accurate list of all Company Registered IP for each Group Company.
Company IP. Each Group Company owns or otherwise has sufficient rights (including but not limited to the rights of development, maintenance, licensing and sale) to all Intellectual Property necessary and sufficient to conduct its business as currently conducted by such Group Company (“Company IP”) without any known conflict with or known infringement of the rights of any other Person.
Company IP. As between the Parties, Company exclusively owns all right, title, and interest in and to (i) the Products and Firmware, including all Technology embodied or incorporated therein and all Intellectual Property Rights therein or thereto, and (ii) all other Technology that is either (i) owned by Company (or its affiliates or third party suppliers or licensors) prior to the Effective Date, (ii) developed, acquired, or otherwise obtained by Company (or its affiliates or third party suppliers or licensors) during the term of this Agreement, and (iii) any improvements, enhancements, modifications, or derivative works of or to any of the foregoing, including all Intellectual Property Rights therein or thereto (collectively, the “Company IP”). There are no implied rights or licenses granted to Customer hereunder and Company expressly reserves all of its Intellectual Property Rights in and to the Company IP (including the Products and Firmware).
Company IP. Company shall retain all right, title and interest in and to all information, data, software, tools and other materials developed by or for Company (“Company IP”). If necessary, during the term of this Agreement, Company grants to Contractor a limited, revocable, non-exclusive, non-assignable, license to use the Company IP solely for Contractor to perform the Services, provided Contractor complies with all of Company’s policies and license terms related to the same.
Company IP. Subject to Section 4.4 below, as between the Parties, Company will be the sole and exclusive owner of all right, title and interest in and to the Company IP, including all Intellectual Property Rights related thereto. Subject to Section 4.4 below, Company expressly reserves all rights with respect to the Company IP. Except as expressly set forth herein, neither DWA nor its Affiliates will acquire or claim any right, title or interest in or to the Company IP, whether by implication, operation of law or otherwise.