Intangible Property Rights Clause Samples

Intangible Property Rights. The Disclosure Schedule lists all patents, patent applications, inventions, licenses, trade names, trademarks, service marks, brandmarks, copyrights or registrations or applications therefor, franchises and other assets of like kind (such assets and rights herein called "Rights"), used in Seller's business, which are registered in the name of Seller or which affect the Assets in any manner whatsoever (including any such rights held by Parent), the ownership of all the foregoing being separately stated. The expiration dates, if any, of each of the Rights are set forth in the Disclosure Schedule by product. Seller or Parent owns and possesses all Rights used in the conduct of Seller's business; such Rights are adequate for the conduct of Seller's business and the ownership and development of the Assets, and will not be adversely affected by the transactions contemplated hereby and in the Related Documents; and are not being infringed or violated by any other person or entity. All Rights are, and upon the consummation of the transactions contemplated by this Agreement and the Related Documents will be, vested in Buyer free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. No products sold or services provided by Seller infringe the rights of others. All licenses granted to Seller by others with respect to the business of Seller are set forth in the Disclosure Schedule, and all such licenses are freely assignable. No director, officer, employee, agent or affiliate of Seller or Parent owns, directly or indirectly, in whole or in part, any Rights which the business of Seller has used, or the use of which is necessary for or in furtherance of the business of Seller as now conducted or which affect the Assets in any manner whatsoever. All technology, data, processes, formulas, trade secrets and the like used in the operation of Seller's business (herein called "Know-How") are owned exclusively by Seller, free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. Upon consummation of the transactions contemplated by this Agreement and the Related Documents, Buyer shall have all rights and interest in and to such Know-How and Seller shall maintain such in strict confidence, which obligation of confidentiality shall survive the Closing hereunder.

Intangible Property Rights. To the extent applicable, the Company owns or possesses such licenses or other rights to use all material patents, trademarks, service marks, trade names, copyrights, software, trade secrets, other intangible property rights and know-how (collectively “Intangibles”) as are necessary to entitle the Company to conduct its business, and the Company has not violated or received written notice of any infringement of or conflict with (and the Company does not know of any such infringement of or conflict with) asserted rights of others with respect to any Intangibles that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, without limitation to the foregoing, the Company has a paid-up royalty free and non-exclusive license to use the service ▇▇▇▇, corporate name and trade name “KKR.”

Intangible Property Rights. 17 3.10. Insurance.......................................................18 3.11.

Intangible Property Rights. (a) Except as set forth in Schedule 3.10(a), (i) the Sold Companies, and the Subsidiaries own, are licensed or have the right to use the patent rights described in Schedule 3.10(a) free and clear of all Liens; (ii) there are no pending actions or proceedings challenging the validity or ownership of such patent rights or the Sold Companies’ or Subsidiaries’ right to use such patent rights; (iii) the patent rights described in Schedule 3.10(a) constitute the material patent rights owned, licensed or used by the Sold Companies and the Subsidiaries in connection with the operation of the business of the Sold Companies and the Subsidiaries; (iv) to the knowledge of the Seller, the issued patents under such patent rights are valid and subsisting and none of said patents is now being infringed by others; (v) there are no written licenses or sublicense agreements now in effect regarding the Sold Companies’ or Subsidiaries’ use of such patent rights; and (vi) none of the Sold Companies or Subsidiaries is infringing any U.S. or foreign patent owned by third parties in the current operation of its business. (b) Except as set forth in Schedule 3.10(b), (i) the Sold Companies and Subsidiaries own, are licensed or have the right to use the trademarks and any trade dress associated therewith as set forth in Schedule 3.10(b) free and clear of all Liens; (ii) to the knowledge of the Seller, all registrations for such trademarks and trade dress are valid and subsisting; and (iii) no action or proceeding by third parties with regard to the use by any of the Sold Companies or the Subsidiaries of any of such trademarks and trade dress is pending or has been made or, to the knowledge of the Seller, threatened and, to the knowledge of the Seller, none of the trademarks listed on Schedule 3.10(b) is being infringed by others. (c) Except as set forth in Schedule 3.10(c), there are no pending or, to the knowledge of the Seller, threatened Actions by or against any of the Sold Companies or Subsidiaries with respect to any copyright rights or their use thereof by any person.

Intangible Property Rights. Schedule 3.5 lists all the trademarks, trade names, trade secrets and other intangible property rights, including all registered trademarks and goodwill associated therewith, used in connection with the Business (the "Intangible Property Rights"). Except as otherwise disclosed in Schedule 3.5, (i) the Seller, to its Knowledge, validly owns the Intangible Property Rights free and clear of all Encumbrances other than Permitted Encumbrances and (ii) no action, claim, suit or proceeding has been brought against the Seller or, to the Knowledge of Seller, has been threatened against the Seller with respect to any material Intangible Property Rights.

Intangible Property Rights. Section 3.13

Intangible Property Rights. Section 4.12 of the Disclosure Schedule sets forth a true and complete list of all patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names included in the Intellectual Property that are material to the operation of the Acquired Business as currently conducted. Section 4.12 of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation in the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each item of Intellectual Property that is material to the operation of the Business as currently conducted, an Acquired Entity or, with respect to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire right, title and interest in and to such Intellectual Property or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in the conduct of the Business. Except as set forth on Section 4.11 of the Disclosure Schedule, to the Knowledge of the Seller, no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business that is material to the operation of the Business as currently conducted. To the Knowledge of Seller, no claim has been asserted to the Seller in writing that the use of any Intellectual Property in the operation of the Acquired Business infringes or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection A▇▇ ▇▇▇▇ of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislation.

Intangible Property Rights. Schedule 3.14 is a true and complete list of all licenses, patents, copyrights, trademarks, service marks, service names, trade names, trade secrets or other proprietary information (collectively, the "Intellectual Property") owned by Cyberworks or in which they have rights. Cyberworks owns or possesses irrevocable rights in all Intellectual Property which is necessary or adequate for the conduct of its businesses. To the Knowledge of the Shareholder or Cyberworks, Cyberworks is not infringing and has not infringed upon any patent, trademark, trademark right, service mark, ▇▇rvice name, trade name, trade secret or proprietary information owned or held by any other person or entity. Except as set forth in Schedule 3.14, there is no claim or action by any other person or entity pending or threatened alleging that Cyberworks is infringing upon any patent, trademark, trademark right, service mark, ▇▇rvice name, trade name, trade secret or proprietary information owned or held by any other person or entity, nor to the Knowledge of the Shareholder or Cyberworks is there any reasonable basis for any such claim or action by any person. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a material breach of any instrument or agreement governing any Intellectual Property (the "Cyberworks IP Rights Agreements"), will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Intellectual Property or materially impair the right of Cyberworks to use, sell or license any Intellectual Property or portion thereof. There are no royalties, honoraria, fees or other payments payable by Cyberworks to any person by reason of the ownership, use, license, sale or disposition of the Intellectual Property (other than as set forth in the Cyberworks IP Rights Agreements listed in Schedule 3.14). Neither the manufacture, marketing, license, sale or intended use of any product currently licensed or sold by Cyberworks or currently under development by Cyberworks violates any license or agreement between Cyberworks and any third party. Cyberworks has taken reasonable and practicable steps designed to safeguard and maintain the secrecy and confidentiality of, and its proprietary rights in, all material Intellectual Property. All officers, employees and consultants of Cyberworks have executed and delivered to Cyberworks an agreement regarding the protection of pr...

Intangible Property Rights. (a) The Seller owns or exclusively holds all rights to, free and clear of all liens, claims and restrictions, all Intellectual Property Rights used in the conduct of the Seller's business as now conducted. The Seller does not, to the knowledge of Seller, after due inquiry and the exercise of reasonable diligence, infringe upon the right or claimed right of any person under or with respect to any of the above. The Seller is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to any patent used in the conduct of the Business, nor is the Seller presently under any license or contract obligation to pay royalties or fees with respect to third-party trademarks, copyrights or other Intellectual Property Rights in connection with the conduct of the Seller's Business. (b) Seller has no knowledge of, nor has Seller received any notice of, any facts which indicate that the Seller does not either (i) own or (ii) have the unrestricted right to the use of all Intellectual Property Rights necessary to the development, operation and sale of all products and services sold by it, including trade secrets, free and clear of any rights, liens and claims of others. To the knowledge of Seller, the Seller is not using any confidential information or trade secrets of any former employer or any of its past or present employees. (c) The Seller has taken reasonable security measures to protect the secrecy, confidentiality, and value of the trade secrets referred to in paragraph (b) of this section 3.16. (d) For the purposes of this agreement "Intellectual Property Rights" means all (i) rights in patents and patentable subject matter, whether or not the subject of an application, (ii) rights in trademarks, service marks, names, trade names, trade dress, logos, slogans, symbols and other designators of origin, registered or unregistered, (iii) rights in copyrightable subject matter including without limitation computer programs (including without limitation source code, object code, on-line files, testing materials, development, debugging and quality assurance tools, testing suites, reports, etc.) ("collectively, "Software"), data bases, website content, manuals and all forms of associated documentation therefor and protectable designs, registered or unregistered, (iv) trade secrets and other proprietary non-public information, (v) rights in Internet domain names, uniform resource lo...