Common use of Corporation Intellectual Property Clause in Contracts

Corporation Intellectual Property. 4.14.1 Schedule "E" sets forth a complete and correct list of each patent, patent application and invention, trademark, tradename, trademark or tradename registration or application, copyright or copyright registration or application for copyright registration, and each licence or licensing agreement, for any of the foregoing relating to the Corporation Business as conducted by the Corporation or held by the Corporation (the "Corporation's Intellectual Property Rights"). The Corporation's Intellectual Property Rights also include any trade secrets that are material to the conduct of the Corporation Business in the manner that the Corporation Business has heretofore been conducted. 4.14.2 The Corporation has not, during the three years preceding the date of this Agreement, been a party to any proceeding, nor to the knowledge of the Corporation, is any proceeding threatened, as to which there is a reasonable possibility of a determination adverse to the Corporation, involving a claim of infringement by any Person (including any Governmental Authority) of any of the Corporation's Intellectual Property Rights. None of the Corporation Intellectual Property Right are subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof by the Corporation or restricting the licensing thereof by the Corporation to any Person. The Corporation has no knowledge that would cause such Person to believe that the use of the Corporation's Intellectual Property Rights or the conduct of the Corporation Business conflicts with, infringes upon or violates any patent, patent licence, patent application, trademark, tradename, trademark or tradename registration, copyright, copyright registration, service xxxx, brand xxxx or brand name or any pending application relating thereto, or any trade secret, know-how, programs or processes, or any similar rights, of any Person. 4.14.3 To the knowledge of the Corporation, the Corporation either owns the entire right, title and interest in, to and under, or has acquired an exclusive licence to use, any and all patents, trademarks, trade names, brand names and copyrights that are material to the conduct of the Corporation Business in the manner that the Corporation Business has heretofore been conducted. The Corporation's Intellectual Property Rights are in full force and effect and have not been used or enforced or failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Corporation's Intellectual Property Rights. All registrations and filings necessary to preserve the rights of the Corporation in and to the Corporation's Intellectual Property Rights have been made.

Appears in 2 contracts

Samples: Share Exchange and Share Purchase Agreement (Urbana Ca Inc), Share Exchange and Share Purchase Agreement (Urbana Ca Inc)

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Corporation Intellectual Property. 4.14.1 Schedule "EF" sets forth a complete and correct list of each patent, patent application and invention, trademark, tradename, trademark or tradename registration or application, copyright or copyright registration or application for copyright registration, and each licence or licensing agreement, for any of the foregoing relating to the Corporation Business as conducted by the Corporation Corporation, the Subsidiary or held by the Corporation (the "Corporation's Corporation Intellectual Property Rights"). The Corporation's Corporation Intellectual Property Rights also include any trade secrets that are material to the conduct of the Corporation Business in the manner that the Corporation Business has heretofore been conducted. 4.14.2 The Neither the Corporation nor the Subsidiary has not, during the three years preceding the date of this Agreement, Agreement been a party to any proceeding, nor to the knowledge of the Corporation, is any proceeding threatened, threatened as to which there is a reasonable possibility of a determination adverse to the CorporationCorporation or the Subsidiary, involving a claim of infringement by any Person (including any Governmental Authority) of any of the Corporation's Corporation Intellectual Property RightsRight. None of the No Corporation Intellectual Property Right are is subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof by the Corporation or the Subsidiary or restricting the licensing thereof by the Corporation or the Subsidiary to any Person. The Corporation has no knowledge that would cause such Person to believe that the use of the Corporation's Corporation Intellectual Property Rights or the conduct of the Corporation Business conflicts with, infringes upon or violates any patent, patent licence, patent application, trademark, tradename, trademark or tradename registration, copyright, copyright registration, service xxxxmark, brand xxxx mark or brand name or any pending application relating theretothxxxxo,, or any trade axx xrade secret, know-how, programs or processes, or any similar rights, of any Person. 4.14.3 To the knowledge of the Corporation, the Corporation either owns and/or the Subsidiary own the entire right, title and interest in, to and under, or has acquired an exclusive licence to use, any and all patents, trademarks, trade names, brand names and copyrights that are material to the conduct of the Corporation Business in the manner that the Corporation Business has heretofore heretofore, been conducted. The Corporation's Corporation Intellectual Property Rights are in full force and effect and have not been used or enforced or failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Corporation's Corporation Intellectual Property Rights. All registrations and filings necessary to preserve the rights of the Corporation in and to the Corporation's Corporation Intellectual Property Rights have been made.

Appears in 1 contract

Samples: Share Exchange and Share Purchase Agreement (Speechlink Communications Corp)

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Corporation Intellectual Property. 4.14.1 Schedule "EF" sets forth a complete and correct list of each patent, patent application and invention, trademark, tradename, trademark or tradename registration or application, copyright or copyright registration or application for copyright registration, and each licence or licensing agreement, for any of the foregoing relating to the Corporation Business as conducted by the Corporation or held by the Corporation (the "Corporation's Corporation Intellectual Property Rights"). The Corporation's Corporation Intellectual Property Rights also include any trade secrets that are material to the conduct of the Corporation Business in the manner that the Corporation Business has heretofore been conducted. 4.14.2 The Corporation has not, not during the three years preceding the date of this Agreement, Agreement been a party to any proceeding, nor to the knowledge of the Corporation, is any proceeding threatened, threatened as to which there is a reasonable possibility of a determination adverse to the Corporation, involving a claim of infringement by any Person (including any Governmental Authority) of any of the Corporation's Corporation Intellectual Property RightsRight. None of the No Corporation Intellectual Property Right are is subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof by the Corporation or restricting the licensing thereof by the Corporation to any Person. The Corporation has no knowledge that would cause such Person to believe that the use of the Corporation's Corporation Intellectual Property Rights or the conduct of the Corporation Business conflicts with, infringes upon or violates any patent, patent licence, patent application, trademark, tradename, trademark or tradename registration, copyright, copyright registration, service xxxx, brand xxxx or brand name or any pending application relating thereto, or any trade secret, know-how, programs or processes, or any similar rights, of any Person. 4.14.3 To the knowledge of the Corporation, the Corporation either owns the entire right, title and interest in, to and under, or has acquired an exclusive licence to use, any and all patents, trademarks, trade names, brand names and copyrights that are material to the conduct of the Corporation Business in the manner that the Corporation Business has heretofore heretofore, been conducted. The Corporation's Corporation Intellectual Property Rights are in full force and effect and have not been used or enforced or failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Corporation's Corporation Intellectual Property Rights. All registrations and filings necessary to preserve the rights of the Corporation in and to the Corporation's Corporation Intellectual Property Rights have been made.

Appears in 1 contract

Samples: Share Exchange and Share Purchase Agreement (I Tech Holdings Inc)

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