Intangible Property Rights. The Intangible Property Rights are the only material intangible property used by Seller in the Business, and from and after the Closing Date, Buyer shall have the right to use all of the Intangible Property Rights in the Business consistent with Seller's use of the Intangible Property Rights in the Business. Seller owns, or holds adequate licenses, or other rights to use, all of the Intangible Property Rights, such use does not conflict with, infringe on or otherwise violate any rights of any other person. Except as disclosed in Schedule 4.5, all of such licenses and rights are transferable to Buyer without cost or liability to Buyer and will be included in the Purchased Assets being sold to Buyer hereunder. Except as set forth on Schedule 4.5, Seller has not granted, transferred or assigned any right, license or interest in any of its Intangible Property Rights. In no instance has the eligibility of any copyright to any material property included in the Intangible Property Rights been forfeited to the public domain by omission of any required notice or any other action. All personnel, including employees, agents, consultants and contractors, who have contributed to or participated in the conception and development of any of the Intangible Property Rights on behalf of Seller either (i) in the case of any copyright, have been party to a "work-for-hire" arrangement or agreement with Seller, in accordance with applicable federal and state law, that has accorded Seller full, effective, exclusive and original ownership of all United States copyrights thereby arising or (ii) shall, prior to the Closing, have executed appropriate instruments of assignment in favor of Seller as assignee that convey to Seller full, effective and exclusive ownership of all Intangible Property Rights thereby arising. Except as set forth in Schedule 4.5, Seller has not infringed, is not now infringing and has not received notice of any infringement, on any patent, trade name, trademark, service mark, xxpyright, trade secret, trade dress, design, invention, technology, know-how, process or other proprietary right belonging to any other person, firm or corporation, which infringement would have an adverse effect on any of the Purchased Assets or the Business. To the best of Seller's knowledge, there is no infringement by any other person of any Intangible Property Right.
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 xxxx, corporate name and trade name “KKR.”
Intangible Property Rights. (a) Except as set forth on Schedule 3.11(a) and except as would not ---------------- have a Material Adverse Effect, (i) the Purchased Entities own, are licensed to use or otherwise have the full right to use all unexpired domestic and foreign patents and patent applications necessary to the conduct of the business of the Purchased Entities as presently carried on, as well as all material reissues, divisionals, continuations and continuation-in-part applications and any patents thereon, and all license agreements and other agreements which relate to inventions and discoveries and any patent applications and patents thereon, as well as presently-existing improvements therein (the "Patent Rights") and the Technology ------------- free and clear of all Liens; (ii) there are no pending or, to Sellers' knowledge, threatened claims challenging the validity or ownership of such Patent Rights or Technology or the Purchased Entities' right to use the Patent Rights or Technology; (iii) the issued patents under such Patent Rights that are owned by a Purchased Entity are valid and subsisting and, to Sellers' knowledge, none of the claims of such patents is now being infringed by others; (iv) there are no licenses or sublicense agreements now in effect regarding the Purchased Entities' or any third party's use of such Patent Rights or Technology; and (v) none of the Purchased Entities is infringing any U.S. or foreign patent owned by third parties in the current operation of its business and no claim is now pending or, to Sellers' knowledge, is threatened to such effect.
(b) Schedule 3.11(b) sets forth a complete and correct list and ---------------- description of all trademarks, trademark registrations, trademark applications and all trade names, all licenses and other rights to use trademarks owned by others, and any material trade dress associated therewith, that are used by the Purchased Entities in connection with the Business (the "Trademark Rights"). ----------------- Except as set forth on Schedule 3.11(b) and except as would not otherwise have a ---------------- Material Adverse Effect, (i) the Purchased Entities own, are licensed to use or otherwise have the full right to use the Trademark Rights; (ii) all Trademark Rights registered in the name of a Purchased Entity are valid and subsisting, free and clear of any encumbrances or rights of third parties which would restrict Buyers' right to use such registered Trademark Rights; (iii) no claim by third partie...
Intangible Property Rights. 19 2.13 Insurance.................................................................... 20 2.14
Intangible Property Rights. (Pursuant to 2 CFR 200.315 and 45 CFR 75.322):
i. Title to intangible property acquired under a Federal award vests upon acquisition in the non- Federal entity. The non-Federal entity must use that property for the originally authorized purpose, and must not encumber the property without approval of the Federal awarding agency (SAMHSA). When no longer needed for the originally authorized purpose, disposition of the intangible property must occur in accordance with the provisions in 2 CFR 200.313(e) and 45 CFR 75.320(e).
ii. The non-Federal entity may copyright any work that is subject to copyright and was developed, or for which ownership was acquired, under a Federal award. The awarding agency reserves a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes and to authorize others to do so.
iii. The non-Federal entity is subject to applicable regulations governing patents and inventions, including government-wide regulations issued by the Department of Commerce at 37 CFR Part 401.
iv. The Federal Government has the right to: 1) Obtain, reproduce, publish, or otherwise use the data produced under a Federal Award; and 2) Authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes.
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. (a) Section 3.12(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Patents and Trademark and Copyright registrations and applications, each as owned by any JLW Partnership, Company or Company Subsidiary.
(b) Section 3.12(b) of the Company Disclosure Schedule identifies all commercially significant license agreements relating to Intangible Property Rights (excluding shrink wrap licenses and other Licenses relating to commercially-available software) to which any JLW Partnership, Company or Company Subsidiary is a party (the "Scheduled Agreements"). Except as indicated in Section 3.12(b) of the Company Disclosure Schedule, a true and complete copy of each Scheduled Agreement (together with all amendments thereto) has been provided to Parent. Each Scheduled Agreement between any JLW Partnership, Company, or Company Subsidiary and any Person or Persons other than: (i) any other JLW Partnership, Company, or Company Subsidiary or any Affiliate of any thereof, (ii) any Asia Region Company, or any Subsidiary thereof, or any Affiliate of any thereof, or (iii) any Australasia Region Company, or any Subsidiary thereof, or Affiliate of any thereof (each a "Third Party Scheduled Agreement") is a legal, valid, binding and enforceable obligation of the JLW Partnership, Company or Company Subsidiary which is/are a party or parties thereto and, to the Knowledge of each JLW Partnership, Company and Company Subsidiary, the other parties thereto, except as enforceability may be limited by bankruptcy, insolvency, reorganization and similar Laws affecting creditors generally and by the availability of equitable remedies. Except as indicated in Section 3.12(b) of the Company Disclosure Schedule, no JLW Partnership, Company, Company Subsidiary or, to the Knowledge of each JLW Partnership, Company and Company Subsidiary, any other party, is in default, violation or breach in any material respect under any Third Party Scheduled Agreement and no event has occurred and is continuing that constitutes or with notice or the passage of time would constitute, such a default, violation or breach in any material respect under any Third Party Scheduled Agreement.
(c) Except as set forth in Section 3.12(c) of the Company Disclosure Schedule, the JLW Partnerships, Companies and Company Subsidiaries, together with the Asia Region Companies, the Subsidiaries thereof, the Australasia Region Companies and the Subsidiaries thereof, on a collective basis own or hav...
Intangible Property Rights. All suits, claims, actions, proceedings or investigations and other intangible property rights;
Intangible Property Rights. All of the Seller's choses in action, claims and intangible property rights or rights to recovery or offset of any kind or character arising from or concerning the Business, including, without limitation, restrictive covenants, confidentiality obligations and similar obligations.
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, xxrvice 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, xxrvice 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...
