Conveyed Intellectual Property Sample Clauses

Conveyed Intellectual Property. Except as set forth in Section 3.8 of the Seller Disclosure Letter: (i) Seller owns or has exclusive rights to the Conveyed Intellectual Property free and clear of all Liens, other than Permitted Liens; (ii) the Conveyed Intellectual Property and the Intellectual Property that is the subject of the Exclusive License Agreement have been duly maintained and have not been cancelled, expired or abandoned; (iii) Except for the Litigations, Seller has not received notice from any third party regarding any actual or potential infringement or misappropriation by Seller of any Intellectual Property of such third party relating to the Conveyed Assets, the Business or any Intellectual Property that is the subject of the Exclusive License Agreement, and Seller has no knowledge of any reasonable basis for such a claim against Seller. Seller is not aware of any issued third party patents or other third party intellectual property rights that would be infringed by the exercise by Purchaser of any right granted to it under this Agreement or the Exclusive License Agreement; (iv) Except for the Litigations, Seller has not received notice from any third party regarding any assertion or claim challenging the validity of any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement and Seller has no knowledge of any reasonable basis for such a claim; (v) Except for the Litigations, to the knowledge of Seller, no third party is misappropriating, infringing, diluting or violating any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement. Seller has not notified any third party that it may be misappropriating, infringing, diluting or violating any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement; (vi) Except for the Litigations, Seller has not received any notice of interfering subject matter with respect to any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement, and is not aware of any third party patents or patent applications that contain any interfering subject matter with any of same or any inventorship challenges raised by a third party relating to any of same; (vii) Seller has complied with the required duty of candor and good faith in dealing with the United States Patent and Trademark Office with respect to the Conveyed Intelle...
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Conveyed Intellectual Property. Set forth on Section 2.1(a)(iv) of the Seller Disclosure Letter is a true and complete list of all Conveyed Intellectual Property, including rights under any applications or registrations therefor, owned, leased or licensed and used by Seller primarily in connection with the Business. All registrations listed on Section 2.1(a)(iv) of the Seller Disclosure Letter are valid and subsisting. Seller has taken all steps reasonably necessary to maintain and protect such registrations, including in response to any action taken by any Governmental Entity. Except as set forth in Section 2.1(a)(iv) of the Seller Disclosure Letter, Seller does not license any of the Conveyed Intellectual Property from any Person and has not granted to any Person a license to use any of the Conveyed Intellectual Property. To Seller's Knowledge, there is no infringement or improper use by any third party of any of the Conveyed Intellectual Property. To Seller's Knowledge, the Business as presently conducted does not cause Seller to infringe or violate any intellectual property rights of any other Person, and Seller has not received any notice of a claim of such infringement. Seller has not received any notice that any of its rights in the Conveyed Intellectual Property has been declared unenforceable or otherwise invalid by any Governmental Entity.
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Conveyed Intellectual Property. Except as set forth in Section 3.9 of the Seller Disclosure Letter: (a) Seller owns the Conveyed Intellectual Property and owns or has a valid right to grant the licenses granted under the Intellectual Property that is the subject of the Intellectual Property License Agreement free and clear of all Liens other than Permitted Liens; (b) The Conveyed Intellectual Property and the Intellectual Property that is the subject of the Intellectual Property License Agreement have been duly maintained, in all material respects, and have not been cancelled, expired or abandoned, and Section 2.1(a)(iv) of the Seller Disclosure Letter sets forth a list of all jurisdictions in which such Intellectual Property is registered or in which registrations for such Intellectual Property are pending and all registration and application numbers; (c) As of the date hereof, Seller has not received written notice from any third party regarding any actual or potential infringement or misappropriation by Seller of any Intellectual Property of such third party relating to the Conveyed Assets or any Intellectual Property that is the subject of the Intellectual Property Transfer Agreements or the Intellectual Property License Agreement, and Seller has no knowledge of any reasonable basis for such a claim against Seller; (d) As of the date hereof, none of the Conveyed Intellectual Property or the Intellectual Property that is the subject of the Intellectual Property Transfer Agreements or the Intellectual Property License Agreement has expired or been declared invalid, in whole or in part, by any Governmental Entity. As of the date hereof, there are no currently ongoing interferences, oppositions, reissues, reexaminations or other proceedings involving any of the
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Conveyed Intellectual Property. Section 2.11 of the Seller Disclosure Schedule sets forth a list of all registrations and applications for registration in respect of the Intellectual Property used or held for use by Seller or xXXxX*s solely in the conduct of the Business that is owned by Seller, xXXxX*s or Alloy. Except as set forth in Section 2.11 of the Seller Disclosure Schedule, (i) Seller owns (beneficially and of record) all right, title and interest in and to all Conveyed Intellectual Property owned by it, free and clear of all Encumbrances, other than Permitted Encumbrances, (ii) Seller has all proprietary rights in and to all Conveyed Intellectual Property licensed or used by it, free and clear of all Encumbrances, other than Permitted Encumbrances, necessary for the conduct of the Business as the Business is conducted as of the date hereof, (iii) Seller will own as of the Closing Date (beneficially and of record) all right, title and interest in and to the CCS Trademark, the CCS Domain Name, and the CCS Website, free and clear of all Encumbrances, other than Permitted Encumbrances; and (iv) xXXxX*s owns a joint right, title and interest in and to the Data, free and clear of all Encumbrances, other than Permitted Encumbrances. Except as set forth on Section 2.11 of the Seller Disclosure Schedule, all of the Intellectual Property, the registrations and applications for registration of which are set forth on Section 2.11 of the Seller Disclosure Schedule, is valid and in full force and effect. To the knowledge of Seller, all of the other rights within the Conveyed Intellectual Property are valid and subsisting. Except as set forth on Section 2.11 of the Seller Disclosure Schedule, there is no Action that is pending or, to Seller’s knowledge, threatened that challenges the rights of Seller, xXXxX*s or Alloy in respect of any Conveyed Intellectual Property or the validity, enforceability or effectiveness thereof. None of Seller, xXXxX*s or Alloy has received any written communication alleging that the Business has infringed the Intellectual Property rights of any third party and there are no Actions that are pending or, to the knowledge of Seller, threatened against Seller, xXXxX*s or Alloy with respect thereto. To the knowledge of Seller, the conduct of the Business does not infringe or otherwise violate the Intellectual Property rights of any third party. Except as set forth in Section 2.11 of the Seller Disclosure Schedule, to the knowledge of Seller, there is no unauthorized use...
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Conveyed Intellectual Property. The Hostello Domain Names have been validly registered with an authorized domain name registrar and the registration therefor is current through the Closing Date. There is no Action that is pending or, to the knowledge of Seller, threatened that challenges the rights of Seller in respect of any Conveyed Intellectual Property or the validity, enforceability or effectiveness thereof. Seller has not received any written communication alleging that the Seller has infringed the Intellectual Property rights of any third party and there are no Actions that are pending or, to the knowledge of Seller, threatened against Seller with respect thereto. To the knowledge of Seller, there is no unauthorized use, infringement or misappropriation of the Conveyed Intellectual Property by any third party and there is no Action that is pending or threatened by Seller with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Buyer pursuant to this Agreement of all right, title and interest in and to (i) the Conveyed Intellectual Property owned by Seller throughout the world and (ii) any internet domain names associated with the Hostello Trademarks owned by Seller; provided, however, that Seller does not represent, warrant or covenant that any rights in or to the Conveyed Intellectual Property exist anywhere outside of Canada or that Seller has any right, title or interest in or to any internet domain names associated with the Hostello Trademarks, other than the Hostello Domain Names.
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Related to Conveyed Intellectual Property

  • Company Intellectual Property The Executive agrees to promptly disclose to the Company any and all work product, inventions, artistic works, works of authorship, designs, methods, processes, technology, patterns, techniques, data, Confidential Information, patents, trade secrets, trademarks, domain names, copyrights, and the like, and all other intellectual property relating to the business of the Company and any of its affiliates which are created, authored, composed, invented, discovered, performed, perfected, or learned by the Executive (either solely or jointly with others) during the Employment Term (collectively, together with such intellectual property as may be owned or acquired by the Company, the “Company Intellectual Property”). The Company Intellectual Property shall be the sole and absolute property of the Company and its affiliates. All work performed by the Executive in authoring, composing, inventing, creating, developing or modifying Company Intellectual Property and/or other work product to which copyright protection may attach during the course of the Executive’s employment with the Company shall be considered “works made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company. To the extent such works, work product or Company Intellectual Property are not considered “works made for hire,” all right, title, and interest to such works, work product and Company Intellectual Property, including, but not limited to, all copyrights, patents, trademarks, rights of publicity, and trade secrets, is hereby assigned to the Company and the Executive agrees, at the Company’s expense, to execute any documents requested by the Company or any of its affiliates at any time in relation to such assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property used by the Company or held for use in the business of the Company, including all Company Intellectual Property. The Executive further acknowledges and agrees that any and all derivative works, developments, or improvements based on intellectual property, materials and assets subject to this Section 6 created during the Employment Term (including, without limitation, Company Intellectual Property) shall be exclusively owned by the Company. The Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Employment Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company and its affiliates in such intellectual property, materials and assets, including, without limitation, the Company Intellectual Property.

  • 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.

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