Identification and Ownership. (i) The Company (1) exclusively owns, legally and beneficially, free from all Liens, the Company Owned IP and (2) has legally enforceable license rights for or otherwise possesses legally enforceable rights to the Third Party IP used by the Company pursuant to a license, sublicense or other agreement, except to the extent that such enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights and other laws of equity.
(ii) Section 4.19(a)(ii) of the Disclosure Schedule lists all Company Owned IP for which an application has been filed with any Governmental Authority, including patents, trademarks/service marks and copyrights, issued or registered, or for which any application for issuance or registration thereof has been filed.
(iii) Section 4.19(a)(iii) of the Disclosure Schedule lists all licenses, sublicenses or other agreements as to which the Company is a party and pursuant to which the Company is authorized to use any Third Party IP, excluding commercially available off-the-shelf software and software as a service arrangements (other than software and software as a service that is incorporated in, distributed with, or used in connection with the Company’s products and services, or any hosted software platforms therefor) (to the extent so excluded, such commercially available off-the-shelf software and software as a service arrangements are referred to in this Agreement as “COTS Software”).
(iv) Section 4.19(a)(iv) of the Disclosure Schedule lists all trademarks, service marks and other trade designations that are Company Owned IP and not otherwise identified in Section 4.19(a)(ii) of the Disclosure Schedule.
(v) The Intellectual Property listed in Sections 4.19(a)(ii), 4.19(a)(iii) and 4.19(a)(iv) of the Disclosure Schedule, together with any COTS Software, is all the Intellectual Property used in or necessary for the operation of the business of the Company as it is currently conducted.
(vi) To the Company’s Knowledge, all necessary documents and certificates in connection with the Company Owned IP listed in Section 4.19(a)(ii) of the Disclosure Schedule have been properly filed with the relevant patent, trademark, copyright or intellectual property offices of the countries where such rights are filed, or registered, or both.
(vii) No present or former employee or independent contractor of the Company or any of its Affiliates owns or, to the Company’s Knowledge, has expressed any claims to own any of the Company O...
Identification and Ownership. (i) The Company (1) exclusively owns, legally and beneficially, free from all Liens, the Company Owned IP and (2) has legally enforceable license rights for or otherwise possesses legally enforceable rights to the Third Party IP used by the Company pursuant to a license, sublicense or other agreement, except to the extent that such enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights and other laws of equity.
(ii) Section 4.19(a)(ii) of the Disclosure Schedule lists all Company Owned IP for which an application has been filed with any Governmental Authority, including patents, trademarks/service marks and copyrights, issued or registered, or for which any application for issuance or registration thereof has been filed.
(iii) Section 4.19(a)(iii) of the Disclosure Schedule lists all licenses, sublicenses or other agreements as to which the Company is a party and pursuant to which the Company is authorized to use any Third Party IP, excluding commercially available off-the-shelf
Identification and Ownership. 21.2.1 All IT Systems are identified in the Disclosure Documents, and are not wholly or partly dependent on any facilities or services not under the exclusive ownership and control of the Company.
21.2.2 All the IT Contracts are valid and binding. None of the IT Contracts has been the subject of any breach or default, or of any event which (with notice or lapse of time or both) would constitute a default, or is liable to be terminated or otherwise adversely affected by the transaction contemplated by this Agreement.
21.2.3 The Company has in its possession or in its control the source code of all Software owned or used by the Company for the purposes of the Business.
Identification and Ownership. 22.1.1 So far as the Vendor is aware all the components of the Company Systems in and the data residing on the Company System are owned by the Company (or another Group Company) and are not wholly or partly dependent on any facilities or services not under the exclusive ownership and control of the Company.
22.1.2 So far as the Vendor is aware, all the IT contracts relating to the Company System are valid and binding and none of the IT contracts has been the subject of any breach or default, or of any event which would constitute a default, or is liable to be terminated or otherwise adversely affected by the transaction completed by this Agreement.
22.1.3 So far as the Vendor is aware the Company has in its possession or in its control the source code of all the software which is part of the Company System.
22.1.4 So far as the Vendor is aware the Data Room contains copies of all IT contracts relating to the Company System. PART B : MORTGAGE WARRANTIES
1. MORTGAGE SALE AGREEMENT DATED 30 JUNE 1998 BETWEEN OCWEN LIMITED, OCWEN MORTGAGE LOANS 1 PLC AND CHASE MANHATTAN TRUSTEES LIMITED The warranties in Schedule 1 2. MORTGAGE SALE AGREEMENT DATED 25 NOVEMBER 1998 BETWEEN OCWEN LIMITED, OCWEN MORTGAGE LOANS 2 PLC AS ISSUER AND CHASE MANHATTAN TRUSTEES LIMITED AS TRUSTEE The warranties in Schedule 1 3. MORTGAGE SALE AGREEMENT DATED 4 JUNE 1999 BETWEEN OCWEN LIMITED, OCWEN 2 LIMITED, OCWEN MORTGAGE LOANS 3 PLC AS ISSUER AND CHASE MANHATTAN TRUSTEES LIMITED AS TRUSTEE The warranties in Schedule 1 4. (POUND)75,000,000 REVOLVING CREDIT FACILITY AGREEMENT DATED 9 NOVEMBER 1998 BETWEEN OCWEN 2 LIMITED, BARCLAYS BANK PLC AND OCWEN UK SERVICING LIMITED (INCREASED TO (POUND)125,000,000 BY AN AGREEMENT DATED 14 MARCH 1999) The warranties in Clause 14 5. NAT WEST LOAN FACILITY DATED 23 APRIL 1999 BETWEEN OCWEN LIMITED, NATIONAL WESTMINSTER BANK PLC AND OCWEN FINANCIAL CORPORATION The warranties in Clause 15 6. (POUND)150,000 LOAN FACILITY DATED 22 SEPTEMBER 1999 BETWEEN OCWEN 3 LIMITED, OCWEN UK SERVICING LIMITED AND XXXXXX XXXXXXX PRINCIPAL FUNDING INC. The warranties in clause 14 and Appendix A PART C PURCHASERS WARRANTIES
Identification and Ownership. The Computer system and software used by the Company has been properly maintained and serviced, has not been susceptible to significant breakdown, malfunction or failure and has at all material times functioned in a manner which is reasonably regarded by the Vendors as satisfactory for the running of the Business.
Identification and Ownership. (i) Seller owns, legally and beneficially, free from all Liens, the Innovations Owned IP and has legally enforceable license rights for or otherwise possesses legally enforceable rights to the Third Party IP used by Seller pursuant to a license, sublicense or other agreement, except to the extent that such enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights and other laws of equity.
(ii) Schedule 3.09(ii) lists all Innovations Owned IP for which an application has been filed with any Governmental Authority, including patents, trademarks/service marks and copyrights, issued or registered, or for which any application for issuance or registration thereof has been filed.
(iii) Schedule 3.09(a)(iii) lists all licenses, sublicenses or other agreements as to which Seller is a party and pursuant to which Seller is authorized to use any Third Party IP.
(iv) Schedule 3.09(a)(iv) lists all licenses, sublicenses or other agreements as to which the Company is a party and pursuant to which the Company is authorized to use any Innovations Owned IP or any Third Party IP licensed to Seller.
(v) Schedule 3.09(a)(v) lists all trademarks, service marks and other trade designations that are Innovations Owned IP and not otherwise identified in Schedule 3.09(a)(ii).
(vi) Except as set forth in Schedule 3.09(a)(vi), Seller has, and at Closing will have, all rights necessary to grant the licenses and other rights granted to Xxxxx Xxxxxx under the Technology Amendment and Restatement in respect of the Innovations Owned IP and the Third Party IP licensed to Seller.
(vii) Seller has not granted any right, license or interest in or to any of the Combined IP that conflicts with the rights granted in the Technology Agreement.
(viii) All necessary documents and certificates in connection with the Innovations Owned IP listed in Schedule 3.09(a)(ii), have been properly filed with the relevant patent, trademark, copyright or intellectual property offices of the countries where such rights are filed, or registered, or both.
(ix) No present or former employee or independent contractor of Seller or any of its Affiliates owns or to the Knowledge of Seller claims to own any of the Company Owned IP or Innovations Owned IP.
(x) Seller has secured a written assignment of the rights to any contribution from all independent contractors and employees who contributed to the creation of the Innovations Owned IP.
(xi) No Claim has been asserted, nor to the K...
Identification and Ownership. (A) Particulars of all the IT Systems are set out in the Disclosure Letter or the Updated Disclosure Letter with sufficient detail to identify the same.
(B) Save as set out in the Disclosure Letter or the Updated Disclosure Letter, all IT Systems and data are owned by the Group Companies and are not wholly or partly dependent on the facilities or services not under the exclusive ownership and control of the Group.
(C) The Group Companies have in its possession or in its control the source code of all Software owned by it and all necessary documentation so that a trained computer programmer could develop, maintain, support, compile and use all releases or separate versions of such Software that are currently maintained by the Group.
(D) Except as Disclosed, the IT Systems (or any part of them) do not include software licensed under an Open Source Licence whose terms require the IT Systems to be:
(1) disclosed or distributed in source code form; or
(2) licensed to third parties for the purpose of making derivative works.
Identification and Ownership. (a) All IT Systems and all IT Contracts have been Disclosed.
(b) All IT Systems and data are owned by the Company, and are not wholly or partly dependent on any facilities or services not under the exclusive ownership and control of the Company.
(c) The Company has in its possession or in its control the source code of all Software used by it for the purposes of the Business.
Identification and Ownership. 1.1.1 The Landlord confirms that the Landlord is the sole owner of the Property and that the Landlord has obtained any required permission from the Landlord's Lender for the letting of the Property.
1.1.2 Where the Landlord of the Property is more than one person such persons accept that their liability in terms of this Contract is both joint and several.
1.1.3 Front Row Lettings is obligated to confirm your identity and ownership of your property before it is marketed. Identification will be confirmed by providing us with your passport or driving license paired with a utility bill that is less than 3 months old. This applies to each owner of the Property.
1.1.4 The Landlord is required to provide current postal address, email address and two phone numbers.
1.1.5 If the Landlord transfers ownership of the property to another person or entity the Landlord is required to inform Front Row Lettings immediately.
Identification and Ownership
