Company Registered IP Sample Clauses

Company Registered IP. Section 2.14(b),.................... 23
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Company Registered IP. Section 2.8(c) 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 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 Legal Requirements (including payment of filing, examination and maintenance fees and proofs of use), is valid and subsisting, and there are no facts or circumstances known to the Company that would render any Company Registered IP invalid or unenforceable. The Company has complied with its duty of candor and disclosure and has made no material misrepresentations in the filings submitted to the applicable Governmental Entities 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 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 Company. 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 United States or foreign jurisdictions, as the case may be, for the purpose of prosecuting and maintaining such Company Registered IP. Except as set forth in Section 2.8(c) of the Company Disclosure Schedule, there are no actions that are required to be taken by the Company within (ninety) 90 days of the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates, for the purposes of perfecting, maintaining, or renewing any Company Registered IP.
Sample 1
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. (ii) Except for subject matter subject to a protective order or which the Company has identified, Made Available, or otherwise disclosed (whether in writing or orally) to Parent, Company has not (including through any of its officers, directors, employees, agents or other Person associated with or acting on its behalf) in any application for a Company Patent taken any action, or failed to take any action, that has caused any such Company Patent to be unenforceable after it has been registered or issued by any Governmental Entity as of the Closing Date. (iii) Except to the extent a failure to timely pay such fees would not result in the loss or abandonment of any Company Registered IP that has been registered or issued by any Governmental Entity as of the Closing Date or Patent Applications pending at the Closing Date, all necessary registration, maintenance, examination, issuance, and post registration, annuities and renewal fees in connection with Company Registered IP, which have become due and payable, have been timely paid. (iv) Section 2.16(a)(iv) of the Disclosure Schedule contains a complete and accurate list of all past or present proceedings or actions before any court, tribunal or other similar body (including, but not limited to, the United States Patent and Trademark Office or equivalent authority anywhere in the world) in which the scope, validity, ownership, or enforceability of any of the Company Registered IP is being contested or challenged, and, to the Knowledge of the Company (but without any duty of inquiry), no such proceeding or action has been threatened. As in this Section, “proceeding(s) or action(s)” excl...
Sample 1
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.
Sample 1
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
Sample 1
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.
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 Nurse Level 3 (RN3) An employee at this level may also be known as a Clinical Nurse Consultant, Nurse Manager or Nurse Educator. An employee appointed at this level: Holds any other qualification required for working in the employee’s particular practice setting; and is appointed as such by a selection process or by reclassification from a lower level when that the employee is required to perform the duties detailed in this subclause on a continuing basis. In addition to the duties of an RN2, an employee at this level will perform the following duties in accordance with practice settings and patient or client groups: Duties of a Clinical Nurse Consultant will substantially include, but are not confined to:  Providing leadership and role modelling, in collaboration with others including the Nurse Manager and the Nurse Educator, particularly in the areas of action research and quality assurance programs;  Staff and patient/client education; staff selection, management, development and appraisal; Participating in policy development and implementation;  Acting as a consultant on request in the employee’s own area of proficiency for the purpose of facilitating the provision of quality nursing care;  Delivering direct and comprehensive nursing care to a specific group of patients or clients with complex nursing care needs, in a particular area of nursing practice within a practice setting;  Coordinating, and ensuring the maintenance of standards of the nursing care of a specific group or population of patients or clients within a practice setting; and  Coordinating or managing nursing or multidisciplinary service teams providing acute nursing and community services. Duties of a Nurse Manager will substantially include, but are not confined to:  Providing leadership and role modelling, in collaboration with others Including the Clinical Nurse Consultant and the Nurse Educator, particularly in the areas of action research and quality assurance programs;  Staff selection and education; allocation and rostering of staff;  Occupational health;  Initiation and evaluation of research related to staff and resource management;  Participating in policy development and implementation;  Acting as a consultant on request in the employee’s own area of proficiency (for the purpose of facilitating the provision of quality nursing care);  Being accountable for the management of human and material resources within a specified span of control, including the development and evaluation of staffing methodologies; and  Managing financial matters, budget preparation and cost control in respect of nursing within that span of control. Duties of a Nurse Educator will substantially include, but are not confined to:  Providing leadership and role modelling, in collaboration with others including the Clinical Nurse Consultant and the Nurse Manager, particularly in the areas of action research;  Implementation and evaluation of staff education and development programs;  Staff selection;  Implementation and evaluation of patient or client education programs;

  • Registered Intellectual Property (i) Schedule 6.01(w)(2) of the Disclosure Schedule lists all of the Registered Intellectual Property owned by the Obligors, identifies which entity owns such Registered Intellectual Property, and lists the current status of any inter partes proceedings or actions pending as of the date hereof before any court, tribunal or agency (including the United States Patent and Trademark Office (“PTO”) or equivalent authority anywhere in the world) relating to any Registered Intellectual Property. Except as set forth on Schedule 6.01(w)(2), each item of Registered Intellectual Property is subsisting, and all necessary registration, maintenance, renewal fees, annuity fees and taxes in connection with such Registered Intellectual Property have been paid if due and all filings necessary as of the date of this Agreement have been submitted for the purposes of maintaining such Registered Intellectual Property.

  • 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.

  • 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 Transgenomic acknowledges that: 7.5.1 Transgenomic must bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Act and therefore cannot and will not be sold unless they are subsequently registered under the Act or an exemption from such registration is available. Geron has made no agreements, covenants or undertakings whatsoever to register any of the Shares under the Act, except as provided in Section 4 above. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from the Act, including, without limitation, any exemption for limited sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading market then exists in Geron's common stock, (ii) Geron has complied with the information requirements of Rule 144, and (iii) all other terms and conditions of Rule 144 have been satisfied. 7.5.2 Transfer of the Shares has not been registered or qualified under any applicable state law regulating securities and, therefore, the Shares cannot and will not be sold unless they are subsequently registered or qualified under any such act or an exemption therefrom is available. Geron has made no agreements, covenants or undertakings whatsoever to register or qualify any of the Shares under any such act. Geron has made no representations, warranties or covenants whatsoever as to whether any exemption from any such act will become available. 7.5.3 Transgenomic hereby certifies that it is an "Accredited Investor" as that term is defined in Rule 501 under the Act.

  • Registered Assets Investments which are registered may be registered in the name of the Custodian, a Subcustodian, or in the name of the Fund or a nominee for any of the foregoing, and may be held in any manner set forth in paragraph 5.2 above with or without any identification of fiduciary capacity in such registration.

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