Intangible Rights. Set forth on Schedule 5.14 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer and all goodwill associated therewith. The Buyer owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by the Buyer for the ownership, management or operation of its Properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on Schedule 5.14. Except as set forth on Schedule 5.14(i) the Buyer is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) the Buyer has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the Buyer, no grounds for any such claims exist; (v) the Buyer has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Buyer’s businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Buyer’s Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed ...
Intangible Rights. Set forth in the Disclosure Letter is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, used, licensed or controlled by the Corporation or a Subsidiary and all goodwill associated therewith. Each of the Corporation and its Subsidiaries owns or has the right to use and shall as of the Effective Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, tradenames, software, formulae, methods, processes and other intangible properties that are necessary or customarily used by the Corporation or Subsidiary, as the case may be, for the ownership, management or operation of its properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on the Disclosure Letter. Except as set forth in the Disclosure Letter, (i) the Corporation or a Subsidiary is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Corporation or a Subsidiary to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Corporation or a Subsidiary asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights or interests therein and, to the knowledge of the Corporation, no grounds for any such claims exist; (iv) the Corporation has not made any claim of any violation or infringement by others of any of its Intangible Rights or interest therein and, to the knowledge of the Corporation, no grounds for any such claim exist; (v) neither the Corporation nor any Subsidiary has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the businesses of the Corporation and each of its Subsidiaries is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Corporation and its Subsidiaries to lawf...
Intangible Rights. Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions, computer software, and other things of value (“Intangible Rights”), if patented or subject to a patent application, and Confidential Information, which are conceived, made, invented or suggested either by Employee alone or in collaboration with others during the Term and relating to the business of Employer or a Related Entity, shall be promptly disclosed in writing to Employer and shall be the sole and exclusive property of Employer. Employee hereby assigns to Employer all of Employee’s right, title, and interest in and to all such intangible rights that are patented or subject to a patent application by Employer and its successors or assigns, and in and to Confidential Information. In the event that any of said Intangible Rights shall be deemed by Employer to be patentable or otherwise registerable under any federal, state or foreign law, Employee further agrees that during the Term plus 60 days, at the expense of Employer, Employee will execute all documents and do all things necessary, advisable, or proper to obtain patents therefor or registration thereof; and to vest in Employer full title thereto. Employee agrees that all right, title, and interest in any and all copyrights, copyright registrations, and copyrightable subject matter that occur as a result of Employee’s employment with Employer, shall be the sole and exclusive property of Employer, and agrees that such works comprise “works for hire.” Employee hereby assigns and agrees to assign to Employer all right, title, and interest in any such copyrights, copyright registrations, and copyrightable subject matter that occur because of such employment.
Intangible Rights. Schedule 4.8 is a full and complete list of all of Brunswick's trade names, registered copyrights, service marks, trademarks, patents or applications therefor and all licenses and other rights related thereto which are used solely in the Golf Business, except for any name or mark xxxtaining the name "Brunswick" or any derivation thereof whether in English or another language. To the best of Brunswick's knowledge, Brunswick owns or possesses adequate licenses or other rights to use the Golf Intangible Assets, and the same are sufficient to conduct the Golf Business as it has been and is now being conducted. To the best knowledge of Brunswick, the operations of the Golf Business do not conflict with or 21 22 infringe, and no one has asserted in writing to Brunswick that such operations conflict with or infringe, any trade name, copyright, service mark, xxademark or patent or any other similar right ("Intangible Rights") owned, possessed or used by any third party. To the best knowledge of Brunswick, there are no third parties whose operations conflict with or infringe, nor has anyone asserted in writing that such operations conflict with or infringe, any Golf Intangible Assets. The Golf Intangible Assets are owned free and clear of all encumbrances or have been duly licensed for use by Brunswick. Except as set forth on said Schedule 4.8, to the best knowledge of Brunswick, there are no facts which would reasonably serve as a basis of any claim that Brunswick does not have the unrestricted right to use, free of any rights or claims of others, all Golf Intangible Assets in the development, provision, use, sale or other disposition of any or all products or services presently being or contemplated to be, used, furnished or sold in the Golf Business. On the Closing Date all the Golf Intangible Assets shall have been duly transferred to Buyer, so as to vest in Buyer all right, title and interest therein, and Brunswick shall, at its sole expense, make, execute and deliver recordable assignments to effect and evidence such transfers as may be reasonably requested by Buyer.
Intangible Rights. The term “Intangible Rights” means any and all foreign and domestic patents, patent rights, trademarks, service marks, trade names, and copyrights (whether or not registered and, if applicable, including pending applications for registration), domain names and addresses, internet addresses, Trade Secrets, Confidential Information, and computer software and licenses other than such that are generally available on a retail basis.
Intangible Rights. Employee acknowledges the Company’s sole ownership of all rights to all material created, used or participated in by Employee and broadcast by the Company during the term of this Agreement.
Intangible Rights. Executive acknowledges the Company’s sole ownership of all rights to all material created, used or participated in by Executive and broadcast by the Company during the term of this Agreement.
Intangible Rights. Without exception, LCZ shall obtain and pay for any and all royalties or costs arising from patents, trademarks, copyrights, and other similar intangible rights in any way involved with or related to LCZ’s operation of the Zoo. To the extent allowed by law, LCZ shall defend, indemnify, protect and hold harmless CITY, its officers, employees, and agents against any and all claims for infringement of any patent, copyright, trademark, or other intangible rights related to LCZ’s operation or use of such intangible rights.
Intangible Rights. (a) The Intangible Rights constitute all such proprietary rights that are necessary to the conduct of the Company's business. The Company owns or has valid rights to use all the Intangible Rights without conflict with the rights of others. Except as set forth on Schedule 2.12 hereto, no person has made or, to the best knowl edge of such Selling Shareholder, threatened to make, any claims that the use by the Company of the Intangible Rights or the operations of the Company's business are in violation of or infringe upon any intellectual property rights or any other proprietary or trade rights of any third party.
Intangible Rights. 25 6.15 Litigation..................................................25 6.16
