Intangible Assets / Intellectual Property Rights Sample Clauses

Intangible Assets / Intellectual Property Rights. The Managing Sellers state: Exhibit 5.11 contains a complete and correct list of all patents, utility models, design patents, trademarks and respective applications and of all other intellectual property rights and of all licenses granted to the Company (“Intellectual Property Rights”). Unless shown otherwise in Exhibit 5.11, 5.11.1 to the Best of Managing Sellers’ Knowledge these Intellectual Property Rights are free from all rights of third parties and not subject to invalidity, cancellation or total or partial nullification or any material rights of prior users; 5.11.2 to the Best of Managing Sellers’ Knowledge the Company is the sole and exclusive owner of the Intellectual Property Rights and is not restricted in the sole and exclusive use of them; 5.11.3 none of the licenses granted to the Company is subject to expiration or termination other than for breach of the license agreement by the Company; 5.11.4 to the Best of the Managing Sellers’ Knowledge, none of these Intellectual Property Rights is infringed by third parties and Sellers know of no facts that would reasonably be thought to constitute a basis for the foregoing. The licenses of the Company are valid and enforceable against the parties thereto. To the Best of the Managing Sellers’ Knowledge, the execution and the consummation of this Agreement will not result in any change or termination of any of the licenses, in the acceleration of any material obligation or liability of the Company or in the reduction or termination of any license. The Company owns, or has the right to use, all Intellectual Property Rights and manufacturing, processing and marketing know-how necessary or otherwise used by the Company for the conduct of its business as it has been conducted until Signing and as contemplated to be conducted by the Company, as described in any product roadmaps, business plans or the like existing as of Closing. The Company holds, to the extent that such manufacturing, processing and marketing know-how has been reduced to writing, all documents pertaining thereto. In particular but without limiting the foregoing, to the Best of Managing Sellers’ Knowledge the Company has sole and exclusive title and right to the use of all technical information and control systems for its products (hardware and software) used in its business, also to the extent that such devices or software are produced for the Company by third parties. To the Best of the Managing Sellers’ Knowledge, the Company does not in...
Sample 1
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Intangible Assets / Intellectual Property Rights. Exhibit 5.11 contains a complete and correct list of patents, utility models, design patents, trademarks and respective applications and a list of all other material intellectual property rights and a list of all licenses granted to the Company or being transferred to the Company by Affiliated Companies prior to or on Closing pursuant to Clause 10.4.1 which licenses are necessary for the Xxxxxxxxx Business to continue operating as it is currently being operated, except for such licenses granted to the Company by third parties for (i) software which is used for administrative purposes and (ii) general software tools, such as assemblers, compilers, source code editors, run-time modules, libraries, test programs and the like, which are readily available on the market, provided that, in the case of (i) and (ii) above, the market price of which (and in absence the of a market price, the replacement cost of which) does not exceed EUR 10,000 in the individual case, which shall not apply for any software relating to the SAP System (together the “Intellectual Property Rights”; and the material licenses granted to the Company and listed in Exhibit 5.11, the “Licenses”) 5.11.1 to the Best of Knowledge of the Seller these Intellectual Property Rights are free from all rights of third parties and not subject to invalidity, cancellation or total or partial nullification or any material rights of prior users; 5.11.2 to the Best Knowledge of the Seller the Company is the sole and exclusive owner of the Intellectual Property Rights (except for the Licenses) and is not restricted in the sole and exclusive use of them; 5.11.3 none of the Licenses granted to the Company is subject to expiration or termination other than for cause, and neither the Company nor, to the Best Knowledge of Seller, any other party to any such Licenses is in breach of any of the Licenses; and 5.11.4 to the Best Knowledge of the Seller, none of these Intellectual Property Rights is infringed by third parties and the Seller knows of no facts that would reasonably be thought to constitute a basis for the foregoing. The Licenses of the Company are valid and enforceable against the parties thereto. Unless shown otherwise in Exhibit 5.11, to the Best Knowledge of the Seller, the execution and the consummation of this Agreement will not result in any change or termination of any of the Licenses, in the acceleration of any material obligation or liability of the Company or in the reduction or termination of ...
Sample 1

Related to Intangible Assets / Intellectual Property Rights

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

  • Intellectual Property Assets Priveco and its subsidiaries own or hold an interest in all intellectual property assets necessary for the operation of the business of Priveco and its subsidiaries as it is currently conducted (collectively, the “Intellectual Property Assets”), including: (i) all functional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, the “Marks”); (ii) all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the “Patents”); (iii) all copyrights in both published works and unpublished works (collectively, the “Copyrights”); and (iv) all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Priveco and its subsidiaries as licensee or licensor (collectively, the “Trade Secrets”).

  • 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.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party. 20.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.

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