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 Axx 0000 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. 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. 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. 15 3.10. Insurance.......................................................16 3.11.
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 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 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 Company, or Company Subsidiary and any Person or Persons other than: (i) any other Company, or Company Subsidiary or any Affiliate of any thereof, (ii) any Europe/USA Region Company, or any Subsidiary thereof, or any Affiliate of any thereof, or (iii) any Asia 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 Company or Company Subsidiary which is/are a party or parties thereto and, to the Knowledge of each Seller, 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 Company, Company Subsidiary or, to the Knowledge of each Seller, 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 Companies and Company Subsidiaries, together with the JLW Partnerships (as defined in the Europe/USA Region Agreement), the Europe/USA Region Companies and the Subsidiaries thereof, the Asia Region Companies and the Subsidiaries thereof on a collective basis own or have the valid right to use and (except in the case of the JLW Partners...
Intangible Property Rights. (a) Schedule 6.10
(a) lists all material unexpired domestic and foreign patents and patent applications, as well as all material utility models, reexamination certificates, reissues, divisionals, continuations and continuation-in-part applications and any patents issuing thereon, and all license agreements and other agreements which relate to inventions or discoveries and any patent applications and patents thereon, as well as improvements therein owned, used or held for use principally in connection with the Business (the "Patent Rights"). Part I of Schedule 6.10
(a) lists all Patent Rights owned, used or held for use by BCL (whether or not material), Xxxxxx and its Subsidiaries in the Business. Except as set forth in Schedule 6.10(a) (i) Xxxxxx and its Subsidiaries own, are licensed or have the full right to use the Patent Rights and the Technology (as defined below) described or required to be described in Schedule 6.10(a) free and clear of all Liens and without payment of material royalties or other fees; (ii) there are no pending, or to the knowledge of Xxxxxx, threatened claims challenging the validity,
(a) constitute all of the same owned, used or held for use by Xxxxxx and the Subsidiaries in connection with the operation of the Business and are sufficient for MergerCo to operate the Business as presently operated by Xxxxxx and the Subsidiaries; (iv) the issued patents under such Patent Rights are valid and subsisting and all maintenance and other fees and taxes for said patents have been paid, and, to the knowledge of Xxxxxx, none of the claims of said patents is now being infringed by others except as, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect; (v) there are no licenses or sublicense agreements now in effect regarding Xxxxxx and its Subsidiaries' use of such Patent Rights or Technology; and (vi) none of Xxxxxx and the Subsidiaries are, to the knowledge of Xxxxxx, infringing any U.S. or foreign patent owned by third parties in the current operation of the Business and no claim is now pending or, to the knowledge of Xxxxxx, is threatened to such effect, except for such infringements and claims as, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect. For purposes of this Agreement, the term "Technology" shall mean the patterns, plans, designs, research data, trade secrets and other proprietary know-how, inventions, discoveries, formulae and ma...
Intangible Property Rights. (i) Insurance Benefits; (j) Asset-Related Claims; and (k) Deposit Rights.
Intangible Property Rights. All suits, claims, actions, proceedings or investigations and other intangible property rights;
