Company Registered IP Sample Clauses

Company Registered IP. Section 7.8(h) ................
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Company Registered IP. Schedule 3.1(32) lists a true and complete list of all Registered IP owned or purported to be owned by, filed in the name of, or licensed exclusively to, the Corporation (“Company Registered IP”), indicating for each item the registration or application number and the applicable jurisdiction. Each item of Company Registered IP is and at all times has been in compliance with all Applicable Laws (including payment of filing, examination and maintenance fees and proofs of use), is valid, subsisting and enforceable, and there are no facts or circumstances that would render any Company Registered IP invalid or unenforceable. No application for a Patent or a material Copyright, mask work, or Trademark registration or any other type of material Company Registered IP filed by or on behalf of the Corporation at any time during the last five (5) years has been abandoned, allowed to lapse, or rejected. The Corporation and its patent counsel have complied with their duty of candor and disclosure and have made no material misrepresentations in the filings submitted to the applicable Governmental Authority with respect to all Patents included in the Company Registered IP. The Company has not engaged in Patent or Copyright misuse or any fraud or inequitable conduct in connection with any Company Registered IP. No Trademark owned, used, or applied for by the Corporation conflicts or interferes with any Trademark owned, used, and applied for by any other Person. No event or circumstance (including a failure to exercise adequate quality controls and an assignment in gross without accompanying goodwill) has occurred or exists that has resulted in, or could reasonably be expected to result in, the abandonment of any material Trademark owned, used, or applied for by the Corporation. All necessary maintenance and renewal fees currently due in connection with Company Registered IP have been made, and all necessary documents, recordations and certifications in connection with such Company Registered IP have been filed, with the relevant patent, copyright, trademark or other authorities in the applicable jurisdictions, as the case may be, for the purpose of prosecuting and maintaining such Company Registered IP. Except as set forth in Schedule 3.1(32), there are no actions that are required to be taken by the Corporation within one hundred and eighty (180) days of the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any document...
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Company Registered IP. During the period from the Closing Date until the date that is 6 months thereafter, if Buyer identifies any chain of title issues, or unreleased Liens remaining on the title record of any item of Company Registered Intellectual Property as recorded with the applicable Governmental Entity (e.g., the United States Patent and Trademark Office for Patents and Trademarks in the United States), upon Buyer’s written request and notice of such chain of title issue or unreleased Lien, each Seller Entity, as applicable, shall reasonably cooperate with Buyer to correct any such chain of title issues or release such Liens, including by (i) providing such documents and information readily available to or under the control of the Seller Entities, (ii) cooperating with Buyer to attempt to secure the action or signature of current or former Affiliates, employees or contractors of each Seller Entity and (iii) executing such documents such as name changes, assignments, affidavits, and such other instruments as may be
Sample 1
Company Registered IP. Section 3.9(a) of the Company Schedule of Exceptions lists all of the following items of Company Intellectual Property (collectively, the “Company Registered Intellectual Property”): (a) all registered Trademarks and Trademark applications; (b) all Patents (including patent applications); (c) all registered Copyrights and Copyright applications; and (d) Domain Names, in each case listing, as applicable, (I) the name of the applicant/registrant and current owner, (II) the jurisdiction of the application/registration, (III) the application or registration number, and (IV) any proceedings or actions in which the Company or any of its subsidiaries, or Logitech or any of its affiliates, is a party before any court or tribunal (including the United States Patent and Trademark Office (the “PTO”) or equivalent authority anywhere in the world) related thereto. All registration, maintenance and renewal-related actions currently due in connection with such Company Registered Intellectual Property have been timely taken. To the Knowledge of the Company, none of the Company Registered Intellectual Property is invalid or unenforceable (other than with respect to pending applications therefor), and to the Knowledge of the Company there are no facts or circumstances that would render any Company Registered Intellectual Property invalid or, except with respect to pending applications, unenforceable.
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Company Registered IP. Section 2.8(d) of the Company Disclosure Schedule lists a true and complete list of all Registered IP owned or purported to be owned by, filed in the name of, or licensed exclusively to the Company (“Company Registered IP”), indicating for each item: (i) the filing date, the date of registration and the status, the jurisdiction in which such item of Company Registered IP
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Company Registered IP. The Company has not knowingly misrepresented or failed to disclosure any facts or circumstances for which it has a duty to disclose in any application for any Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise effect the validity or enforceability of any such Company Registered Intellectual Property.
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Company Registered IP. (i) Section 2.16(a)(i) of the Disclosure Schedule sets forth an accurate and complete list of each of the following Company Intellectual Property Rights that is Registered Intellectual Property (collectively “Company Registered IP”): (1) Patents and Patent Applications; (2) registered Trademarks and applications for Trademarks, including intent-to-use applications and other registrations or applications pertaining to Trademarks; (3) registered Copyrights and applications for Copyrights; and (4) Domain Name registrations. For each item of Company Registered IP, Section 2.16(a)(i) of the Disclosure Schedule also sets forth, to the extent applicable (A) the title, application serial number, registration number, filing date (if registered) and issue date (if issued); and (B) jurisdiction where the application/registration is located.
Sample 1
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Related to Company Registered IP

  • Registered IP “Registered IP” shall mean all Intellectual Property Rights that are registered, filed, or issued under the authority of any Governmental Body, including all patents, registered copyrights, registered mask works, and registered trademarks and all applications for any of the foregoing.

  • Company Registration If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

  • Expenses of Company Registration The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 3 for each Holder, including without limitation all registration, filing and qualification fees, printers' and accounting fees relating or apportionable thereto and the fees and disbursements of one counsel for the selling Holders (selected by the Holders of a majority of the Registrable Securities being registered), but excluding underwriting discounts and commissions relating to Registrable Securities.

  • Properly Registered The Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Adviser, there is no proceeding or investigation that is reasonably likely to result in the Adviser being prohibited from performing the services contemplated by this Agreement. The Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to an investment company. The Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

  • 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.

  • Future Registered Marks If any Xxxx registration is issued hereafter to any Assignor as a result of any application now or hereafter pending before the United States Patent and Trademark Office, within 30 days of receipt of such certificate, such Assignor shall deliver to the Collateral Agent a copy of such certificate, and an assignment for security in such Xxxx, to the Collateral Agent and at the expense of such Assignor, confirming the assignment for security in such Xxxx to the Collateral Agent hereunder, the form of such security to be substantially the same as the form hereof or in such other form as may be reasonably satisfactory to the Collateral Agent.

  • Unregistered Shares Claimant represents that he understands that the Athena shares of common stock have not been registered for sale under federal or state securities laws and that said securities are being issued to Claimant pursuant to a claimed exemption from the registration requirements of such laws which is based upon the fact that said securities are not being offered to the public. Claimant understands that in order to satisfy such requirement he must be acquiring the shares with no view to making a public distribution of said securities and the representations and warranties contained in this Section III are given with the intention that Athena may rely thereon for purposes of claiming such exemption; and that he understands that he must bear the economic risk of his investment in the securities for a substantial period of time, because the securities have not been registered under the federal or state securities laws, and cannot be sold unless subsequently registered under such laws, or unless an exemption from such registration is available.

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • Unregistered Securities (a) Accredited Investor Status; Sophisticated Purchasers. Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in Purchased Securities and the Conversion Shares. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Securities and the Conversion Shares.

  • Trademarks and Patents Debtor shall maintain all of its trademarks, trademark rights, patents, patent rights, licenses, permits, tradenames, tradename rights, and approvals, if any, in full force and effect until their respective expiration dates.

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