Disclosure Schedule 4. 13.1 (i) contains detailed information (including where applicable the federal registration number and the date of registration or application for registration and the name in which registration was applied for) concerning (x) all of RLG's registrations of trademarks and of other marks, trade names or other trade rights, and all pending applications for any such registrations and all of RLG's patents and registered copyrights and all pending applications therefor, (y) all computer software used by RLG in the conduct of its business ("Computer Software") indicating whether such Computer Software is owned or licensed and, if licensed, the material terms of such license, and (z) all other trademarks and other marks, trade names and other trade rights and all other trade secrets, designs, plans, specifications, and other intellectual property rights of any kind of RLG, whether or not registered which are material to the operation of RLG as it is currently conducted, (all of the items referred to in this clause (i) being "Intellectual Property Rights") and (ii) identifies any intellectual property rights that any third party owns and that RLG uses or proposes to use in its business, and specifies whether such use is or will be pursuant to license, sublicense, agreement or permission. RLG owns (or, as set forth in Disclosure Schedule 4.13.1, possesses adequate and enforceable licenses or other rights to use) all Intellectual Property Rights now used or proposed to be used in its business and has taken all reasonably necessary or appropriate action to protect the Intellectual Property Rights. Except as set forth in Disclosure Schedule 4.13.1, no Person has a right to receive a royalty or similar payment in respect of any Intellectual Property Rights pursuant to any contractual arrangements entered into by RLG or otherwise. Except as set forth in Disclosure Schedule 4.13, RLG has not received notice nor has the Stockholder any reason to believe that the use by RLG of the Intellectual Property Rights is interfering with, infringing upon or otherwise violating the rights of any third party in or to such Intellectual Property Rights, and no proceedings have been instituted against or notices received by RLG alleging that RLG's use of any Intellectual Property Rights infringes upon or otherwise violates any rights of a third party in or to such Intellectual Property Rights, which infringement or violation could have a Material Adverse Effect. The Intellectual Property Rights are all those materially necessary for the operation of the business of RLG as it is currently conducted. No employee of RLG has entered into any Contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his or her work to anyone other than RLG.
Appears in 1 contract
Samples: Agreement and Plan of Stock Exchange (Compass Knowledge Holdings Inc)
Disclosure Schedule 4. 13.1 (i) contains detailed information (including where applicable the federal registration number and the date of registration or application for registration and the name in which registration was applied for) concerning (x) all of RLGthe Company's registrations of trademarks and of other marks, trade names or other trade rights, and all pending applications for any such registrations and all of RLGthe Company's patents and registered copyrights and all pending applications therefor, (y) all computer software used by RLG the Company in the conduct of its business ("Computer Software") indicating whether such Computer Software is owned or licensed and, if licensed, the material terms of such license, and (z) all other trademarks and other marks, trade names and other trade rights and all other trade secrets, designs, plans, specifications, and other intellectual property rights of any kind of RLGthe Company, whether or not registered which are material to the operation of RLG as it is currently conductedregistered, (all of the items referred to in this clause (i) being "Intellectual Property Rights") and (ii) identifies any intellectual property rights that any third party owns and that RLG the Company uses or proposes to use in its business, and specifies whether such use is or will be pursuant to license, sublicense, agreement or permission. RLG The Company owns (or, as set forth in Disclosure Schedule DISCLOSURE SCHEDULE 4.13.1, possesses adequate and enforceable licenses or other rights to use) all Intellectual Property Rights now used or proposed to be used in its business and has taken all reasonably necessary or appropriate action to protect the Intellectual Property Rights. Except as set forth in Disclosure Schedule DISCLOSURE SCHEDULE 4.13.1, no Person has a right to receive a royalty or similar payment in respect of any Intellectual Property Rights pursuant to any contractual arrangements entered into by RLG the Company or otherwise. Except as set forth in Disclosure Schedule 4.13, RLG the Company has not received notice nor has the Stockholder Company any reason to believe that the use by RLG the Company of the Intellectual Property Rights is interfering with, infringing upon or otherwise violating the rights of any third party in or to such Intellectual Property Rights, and no proceedings have been instituted against or notices received by RLG the Company alleging that RLGthe Company's use or proposed use of any Intellectual Property Rights infringes upon or otherwise violates any rights of a third party in or to such Intellectual Property Rights, which infringement or violation could have a Material Adverse Effect. The Intellectual Property Rights are all those materially necessary for the operation of the business of RLG the Company as it is currently conducted. No employee of RLG the Company has entered into any Contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his or her work to anyone other than RLGthe Company.
Appears in 1 contract
Samples: Merger Agreement (Brush Creek Mining & Development Co Inc)
Disclosure Schedule 4. 13.1 (i) contains detailed information (including where applicable the federal registration number and the date of registration or application for registration and the name in which registration was applied for) concerning (x) all of RLGthe Company's registrations of trademarks and of other marks, trade names or other trade rights, and all pending applications for any such registrations and all of RLGthe Company's patents and registered copyrights and all pending applications therefortherefore, (y) all computer software used by RLG the Company in the conduct of its business ("Computer Software") indicating whether such Computer Software is owned or licensed and, if licensed, the material terms of such license, and (z) all other trademarks and other marks, trade names and other trade rights and all other trade secrets, designs, plans, specifications, and other intellectual property rights of any kind of RLGthe Company, whether or not registered which are material to the operation of RLG as it is currently conductedregistered, (all of the items referred to in this clause (i) being "Intellectual Property Rights") and (ii) identifies any intellectual property rights that any third party owns and that RLG the Company uses or proposes to use in its business, and specifies whether such use is or will be pursuant to license, sublicense, agreement or permission. RLG The Company owns (or, as set forth in Disclosure Schedule 4.13.1, possesses adequate and enforceable licenses or other rights to use) all Intellectual Property Rights now used or proposed to be used in its business and has taken all reasonably necessary or appropriate action to protect the Intellectual Property Rights. Except as set forth in Disclosure Schedule 4.13.1, no Person has a right to receive a royalty or similar payment in respect of any Intellectual Property Rights pursuant to any contractual arrangements entered into by RLG the Company or otherwise. Except as set forth in Disclosure Schedule 4.13, RLG the Company has not received notice nor has the Company or any Stockholder any reason to believe that the use by RLG the Company of the Intellectual Property Rights is interfering with, infringing upon or otherwise violating the rights of any third party in or to such Intellectual Property Rights, and no proceedings have been instituted against or notices received by RLG the Company alleging that RLGthe Company's use or proposed use of any Intellectual Property Rights infringes upon or otherwise violates any rights of a third party in or to such Intellectual Property Rights, which infringement or violation could have a Material Adverse Effect. The Intellectual Property Rights are all those materially necessary for the operation of the business of RLG the Company as it is currently conducted. No employee of RLG the Company has entered into any Contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his or her work to anyone other than RLGthe Company.
Appears in 1 contract
Disclosure Schedule 4. 13.1 (i) contains detailed information (including where applicable the federal registration number and the date of registration or application for registration and the name in which registration was applied for) concerning (x) all of RLGJamita's registrations of trademarks and of other marks, trade names or other trade rights, and all pending applications for any such registrations and all of RLGJamita's patents and registered copyrights and all pending applications therefor, (y) all computer software used by RLG in Jamixx xx the conduct of its business ("Computer Software") indicating whether such Computer Software is owned or licensed and, if licensed, the material terms of such license, and (z) all other trademarks and other marks, trade names and other trade rights and all other trade secrets, designs, plans, specifications, and other intellectual property rights of any kind of RLGJamixx, whether xxether or not registered registered, which are material to the operation of RLG as Jamixx xx it is currently conducted, conducted (all of the items referred to in this clause (i) being "Intellectual Property Rights") and (ii) identifies any intellectual property rights that any third party owns and that RLG uses or proposes to use Jamixx xxxs in its business, and specifies whether such use is or will be pursuant to license, sublicense, agreement or permission. RLG owns Jamixx xxxs (or, as set forth in Disclosure Schedule 4.13.1, possesses adequate and enforceable licenses or other rights to use) all Intellectual Property Rights now used or proposed to be used in its business and has taken all reasonably necessary or appropriate action to protect the Intellectual Property Rights. Except as set forth in Disclosure Schedule 4.13.1, no Person has a right to receive a royalty or similar payment in respect of any Intellectual Property Rights pursuant to any contractual arrangements entered into by RLG or Jamixx xx otherwise. Except as set forth in Disclosure Schedule 4.13, RLG has Jamixx xxx not received notice nor has have the Stockholder Stockholders any reason to believe that the use by RLG of Jamixx xx the Intellectual Property Rights is interfering with, infringing upon or otherwise violating the rights of any third party in or to such Intellectual Property Rights, and no proceedings have been instituted against or notices received by RLG alleging Jamixx xxxeging that RLGJamita's use of any Intellectual Property Rights infringes upon or otherwise violates any rights of a third party in or to such Intellectual Property Rights, which infringement or violation could have a Material Adverse Effect. The Intellectual Property Rights are all those materially necessary for the operation of the business of RLG as Jamixx xx it is currently conducted. No employee of RLG has Jamixx xxx entered into any Contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his or her work to anyone other than RLGJamixx.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass Knowledge Holdings Inc)