Company Registered Intellectual Property Rights Sample Clauses

Company Registered Intellectual Property Rights. Section 3.19(g) of the Disclosure Schedule (i) lists all Registered Intellectual Property Rights owned by, filed in the name of, applied for by, or subject to an obligation of assignment to the Company (“Company Registered Intellectual Property Rights”) and (ii) identifies all third party joint owners and co applicants that share rights to the Company Registered Intellectual Property Rights with the Company.
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Company Registered Intellectual Property Rights. Schedule 2.16(d) attached hereto: (i) lists all Registered Intellectual Property Rights owned by, filed in the name of, applied for by, or subject to an obligation of assignment to the Company (“Company Registered Intellectual Property Rights”), including, for each of the foregoing, the applicable record owner, jurisdiction and registration and/or application number, and date issued (or filed), and (ii) identifies all third-parties that have or have asserted any ownership interest in the Company Registered Intellectual Property Rights with the Company. Except as set forth on Schedule 2.16(d)(ii), the Company is the sole and beneficial owner of the Company Registered Intellectual Property Rights.
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Company Registered Intellectual Property Rights. Section 2.9(g) of the Company Disclosure Letter (i) sets forth a complete and accurate list of all Registered Intellectual Property Rights owned by, filed in the name of, or applied for by the Company and/or any Subsidiary of the Company (“Company Registered Intellectual Property Rights”), together with all applicable filing dates, application numbers, serial numbers, dates of registration or issuance, and renewal dates; and (ii) lists all actions that must be taken by the Company or any of its Subsidiaries within sixty (60) days of the Closing Date to maintain the validity or enforceability of the Company Registered Intellectual Property Rights. All renewal or maintenance fees for the Company Registered Intellectual Property Rights, due prior to the Closing Date, have (if applicable) been duly paid. Section 2.9(g) of the Company Disclosure Letter additionally sets forth a list of all Company Products and provides for each such item a brief description of the material functionality thereof.
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Company Registered Intellectual Property Rights. Schedule 2.16(g) (i) lists all Company Registered Intellectual Property Rights; (ii) identifies all third parties that share rights to the Company Registered Intellectual Property Rights with the Company, including without limitation joint owners and co-applicants; and (iii) lists all actions that must be taken by the Company within 120 days of the Closing Date to maintain the validity or enforceability of the Company Registered Intellectual Property Rights.
Sample 1
Company Registered Intellectual Property Rights. Section 3.8(a) of the Company Schedule of Exceptions lists, as of the date of this Agreement, (i) all Company Registered Intellectual Property Rights and, if applicable, the jurisdiction in which each item of Company Registered Intellectual Property Rights has been issued, filed, or recorded; (ii) all actions that must be taken by the Company within one hundred eighty (180) of the Closing Date to continue prosecution or maintenance of the Company Registered Intellectual Property Rights; (iii) any third parties that share ownership rights to the Company Registered Intellectual Property Rights with the Company, including any joint owners and co-applicants; and (iv) any Actions pending with respect to any Company Registered Intellectual Property Rights. To the Knowledge of the Company, all fees and documents necessary to, as applicable, prosecute and maintain each material item of Company Registered Intellectual Property Rights have been paid or filed with the relevant Governmental Entities. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
Sample 1
Company Registered Intellectual Property Rights. Section 3.19(d) of the Disclosure Schedule: (i) lists all Registered Intellectual Property Rights owned by, filed in the name of, applied for by, or subject to an obligation of assignment to the Company or a Company Subsidiary (“Company Registered Intellectual Property Rights”) and (ii) identifies all third party joint owners and co-applicants that share rights to the Company Registered Intellectual Property Rights with the Company or a Company Subsidiary. Other than the domain names, which Parent and Seller will use reasonable best efforts to transfer to the Company on or prior to Closing, the Company or a Company Subsidiary is the sole and beneficial owner of the Company Registered Intellectual Property Rights.
Sample 1
Company Registered Intellectual Property Rights. Section 3.8(a) of the Company Disclosure Letter lists, as of the date of this Agreement, (i) all Company Registered Intellectual Property Rights and, if applicable, the jurisdiction in which each item of Company Registered Intellectual Property Rights has been issued, filed, or recorded; (ii) all actions that must be taken by the Company within 60 days of the Closing Date to continue prosecution or maintenance of the Company Registered Intellectual Property Rights; and (iii) any claims, suits, actions, or proceedings pending with respect to any Company Registered Intellectual Property Rights. To the Knowledge of the Company, all fees and documents necessary to, as applicable, prosecute and maintain each material item of Company Registered Intellectual Property Rights have been paid or filed with the relevant Governmental Entities.
Sample 1
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Company Registered Intellectual Property Rights. Section 3.8(a) of the Company Disclosure Letter sets forth all Company Registered Intellectual Property Rights and Domain Names, and, as applicable, with respect to each item of Company Registered Intellectual Property Rights and Domain Names, the jurisdiction in which it has been issued, filed, or recorded, the filing or registration number, title, and date of filing or registration, and, with respect to each item of Company Registered Intellectual Property the name of the applicant, registrant or registered owner. All fees and documents necessary to, as applicable, prosecute and maintain each item of Company Registered Intellectual Property Rights and each Domain Name have been paid or filed with the relevant Governmental Entities or domain name registrar. No action has been brought against the Company or Subsidiary and, to the Knowledge of the Company, no action has been threatened, challenging Company’s or Subsidiary’s ownership, or the enforceability, of any item of Company Registered Intellectual Property Rights. To the Knowledge of the Company, each item of Company Registered Intellectual Property Rights (other than applications) is valid, subsisting and enforceable as of the date of this Agreement, and, to the Knowledge of the Company, each Domain Name registration is valid and subsisting as of the date of this Agreement.
Sample 1

Related to Company Registered Intellectual Property Rights

  • Registered Intellectual Property All rights in respect of that -------------------------------- registered Intellectual Property set forth on Schedule 2.8 and any applications therefor (collectively the "Contributed Registered ---------------------- Intellectual Property") and any remedies against any and all past, --------------------- present and future infringements thereof and rights to protection of interest therein.

  • Registration of Intellectual Property Rights (a) Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such 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.

  • 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.

  • Protection and Registration 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 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.

  • 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.

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

  • 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.

  • Property Rights The Employee agrees that all literary work, copyrightable material or other proprietary information or materials developed by the Employee during the term of this Agreement and relating to, or capable of being used or adopted for use in, the business of the Company shall inure to and be the property of the Company and must be promptly disclosed to the Company. Both during employment by the Company and thereafter, the Employee shall, at the expense of the Company, execute such documents and do such things as the Company reasonably may request to enable the Company or their nominee (i) to apply for copyright or equivalent protection in the United States, Canada and elsewhere for any literary work hereinabove referred in this Paragraph, or (ii) to be vested with any such copyright protection in the United States, Canada and elsewhere.

  • 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.

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