Intellectual Properties. The operation of the business of the Company and its Subsidiaries requires no rights under Intellectual Property other than (a) rights under Intellectual Property which is owned by the Company or any of its Subsidiaries and (b) rights validly licensed by the Company or any of its Subsidiaries. Schedule 3.15 is a true, complete and accurate list of all Intellectual Property licensed by the Company which, with respect to each item of Intellectual Property, is (x) required for the operation of the business of the Company and its Subsidiaries and (y) cannot be licensed and installed within 5 Business Days for a single payment of less than $25,000 or annual licensing (or rental) payments less than $10,000. Unless otherwise described on Schedule 3.15, either the Company or its Subsidiaries has taken actions reasonably necessary and appropriate to preserve and protect its respective ownership interest in all Intellectual Property owned by the Company, whether or not set forth (or required to be set forth) on Schedule 3.15, except where the failure to do so would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. All registrations, filings and issuances with respect to items of Intellectual Property owned by the Company, whether or not set forth (or required to be set forth) on Schedule 3.15, remain in full force and effect. Except as set forth on Schedule 3.15 under the caption "Claims," no claim adverse to the interests of the Company or a Subsidiary of the Company in the Intellectual Property owned or licensed by the Company, whether or nor set forth (or required to be set forth) on Schedule 3.15, has been made in litigation or otherwise. Except as set forth on Schedule 3.15 under the caption "Claims," to the best knowledge, information and belief of the Company, no such claim has been threatened or asserted, no basis exists for any such claim and no Person has infringed or otherwise violated either the Company's or a Subsidiary of the Company's right in any Intellectual Property owned or licensed by the Company, whether or not set forth (or required to be set forth) on Schedule 3.15. Except as set forth on Schedule 3.15 under the caption "Claims," no litigation is pending wherein either the Company or a Subsidiary of the Company is accused of infringing or otherwise violating the Intellectual Property right of another Person, or of breaching a contract conveying a right under Intellectual Property. Except as set forth on Schedule 3.15 under the caption "Claims," to the best knowledge, information and belief of the Company, no such claim has been asserted or threatened against any either the Company or any Subsidiary of the Company, nor are there any facts that would give rise to such a claim. Except as set forth on Schedule 3.15, all computer and telecommunications software and hardware, including source and object code, necessary to carry on the Company's business substantially as currently conducted, that contains or calls on a calendar function that is indexed to a computer processing unit clock, provides specific dates or calculates spans of dates, is able, or can, without material expense, be made to be able, to record store, process and provide true and accurate dates and calculations for dates and spans of dated including and following January 1, 2000 ("Year 2000 Issues"). Except as set forth on Schedule 3.15, no officer of the Company is aware of any inability of the Company's significant suppliers, customers and those other Persons with which it conducts business to identify and resolve their own Year 2000 Issues, except where the inability of such suppliers, customers and other Persons to identify and resolve their own Year 2000 Issues would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Speizer Mark), Merger Agreement (National Information Group)
Intellectual Properties. (a) Schedule 3.13 attached hereto contains an accurate and complete list of all material Intellectual Property owned by, licensed to or used by the Company (other than "shrink-wrap" licenses related to "off-the-shelf" software) (collectively, the "Listed Intellectual Property"). The operation patents, registered copyrights, registered trademarks and service marks, and domain names included in the Listed Intellectual Property have been duly registered in, filed in or issued by the United States Patent and Trademark Office, United States Copyright Office or a duly accredited and appropriate domain name registrar. the appropriate offices in the various states of the business United States and the appropriate offices of other jurisdictions, and each such registration, filing and issuance remains in full force and effect as of the Closing Date. Except as set forth on Schedule 3.13, true and complete copies of all license agreements to which reference is therein made have been delivered by the Sellers to the Purchaser.
(b) Except as set forth on Schedule 3.13, the Company is not a party to any material license or agreement, whether as licensor, licensee, or otherwise with respect to any of the Intellectual Property. To the extent any Intellectual Property is used under license by the company, no notice of a material default has been sent or received by either Seller under any such license which remains uncured and the execution, delivery and performance of each Sellers' obligations hereunder will not result in such a default. Each such material license agreement is a legal, valid and binding obligation of the Company and, to either Seller's actual knowledge after Due Inquiry, the other Persons party thereto, enforceable in accordance with the terms thereof except as may be limited by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought at law or in equity).
(c) Except as set forth on Schedule 3.13, the Company owns or is licensed to use, all of the Listed Intellectual Property, free and clear of any Liens, without obligation to pay any royalty or any other fees with respect thereto and the operation of its Subsidiaries businesses requires no rights under Intellectual Property other than (a) rights under Intellectual Property which is owned by the Company or any of its Subsidiaries and (b) rights validly licensed by the Company or any of its Subsidiaries. Schedule 3.15 is a true, complete and accurate list of all Intellectual Property licensed by the Company which, with respect to each item of Listed Intellectual Property, is (x) required for the . The operation of the Company's business and the Company's use of the Company and its Subsidiaries and (y) cannot be licensed and installed within 5 Business Days for a single payment of less than $25,000 or annual licensing (or rental) payments less than $10,000. Unless otherwise described on Schedule 3.15, either the Company or its Subsidiaries has taken actions reasonably necessary and appropriate to preserve and protect its respective ownership interest in all any Intellectual Property owned by the Companydoes not infringe, whether misuse, or not set forth (or required to be set forth) on Schedule 3.15, except where the failure to do so would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. All registrations, filings and issuances with respect to items of misappropriate any Intellectual Property owned by the Companyrights of any third party. No Listed Intellectual Property has been canceled, whether abandoned or not set forth otherwise terminated and all renewal and maintenance fees in respect thereof have been duly paid.
(or required to be set forthd) on Schedule 3.15, remain in full force and effect. Except as set forth on Schedule 3.15 under 3.13, since February 28, 1998, the caption "Claims," no claim adverse to Company has riot received any written notice from any third parry challenging the interests right of the Company or a Subsidiary to use any Intellectual Property. The Listed Intellectual Property constitutes ail the intellectual Property necessary to operate the business of the Company as of the Closing Date in the manner in which it was operated prior to the Closing Date. Immediately after the Closing Date, the purchaser will have all Intellectual Property rights necessary to operate the business of the Company in the Intellectual Property owned or licensed by manner in which it was operated prior to the Company, whether or nor set forth Closing Date.
(or required to be set forthe) on Schedule 3.15, has been made in litigation or otherwise. Except as set forth on Schedule 3.15 under 3.13, since February 28, 1998, the caption "Claims," to the best knowledgeCompany has not made any claim in writing of a violation, information and belief infringement, misuse or misappropriation by any person of the Companyany of its rights to, no such claim has been threatened or assertedin connection with, no basis exists for any such claim and no Person has infringed or otherwise violated either the Company's or a Subsidiary of the Company's right in any Intellectual Property owned or licensed by the CompanyProperty, whether or not set forth which claim is still pending.
(or required to be set forthf) on Schedule 3.15. Except as set forth on Schedule 3.15 under the caption "Claims," 3.13, there are no litigation is pending wherein or, to either Seller's actual knowledge after Due Inquiry, threatened claims of a violation, infringement, misuse or misappropriation by the Company or a Subsidiary of the Company is accused of infringing or otherwise violating the any Intellectual Property right of another PersonProperty, or of breaching the invalidity of any patent or of the registration of a contract conveying a right under copyright, trademark, service mark, domain name, or trade name included in the Listed Intellectual Property. Xxxperty.
(g) Except as set forth on Schedule 3.15 under 3.13, there are no interferences or other contested proceedings either pending or, to either Seller's actual knowledge after Due Inquiry, threatened, in the caption "Claims," United States Copyright Office, the United States Patent and Trademark Office, or any governmental authority relating to any pending application with respect to the best knowledge, information and belief of the Company, no such claim has been asserted or threatened against any either the Company or any Subsidiary of the Company, nor are there any facts that would give rise to such a claim. Except as set forth on Schedule 3.15, all computer and telecommunications software and hardware, including source and object code, necessary to carry on the Company's business substantially as currently conducted, that contains or calls on a calendar function that is indexed to a computer processing unit clock, provides specific dates or calculates spans of dates, is able, or can, without material expense, be made to be able, to record store, process and provide true and accurate dates and calculations for dates and spans of dated including and following January 1, 2000 ("Year 2000 Issues"). Except as set forth on Schedule 3.15, no officer of the Company is aware of any inability of the Company's significant suppliers, customers and those other Persons with which it conducts business to identify and resolve their own Year 2000 Issues, except where the inability of such suppliers, customers and other Persons to identify and resolve their own Year 2000 Issues would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeListed Intellectual Property.
Appears in 1 contract
Intellectual Properties. The operation (a) Schedule 4.16 sets forth a complete list of all patents, trademarks, service marks, trade names, copyrights and proprietary trade secrets (collectively, "Intellectual Properties") which are owned or used by, or are licensed to, any of the Acquired Companies and which are material to the conduct of the business of the any Acquired Company, including any registrations or registration applications owned or filed by any Acquired Company and its Subsidiaries requires no rights under Intellectual Property other than (a) rights under Intellectual Property which is owned by the Company or in any of its Subsidiaries and (b) rights validly licensed by the Company or any of its Subsidiaries. Schedule 3.15 is a true, complete and accurate list of all Intellectual Property licensed by the Company which, jurisdiction with respect to each item of any Intellectual Property, is (x) required for the operation of the business of the Company and its Subsidiaries and (y) cannot be licensed and installed within 5 Business Days for a single payment of less than $25,000 or annual licensing (or rental) payments less than $10,000. Unless otherwise described on Schedule 3.15, either the Company or its Subsidiaries has taken actions reasonably necessary and appropriate to preserve and protect its respective ownership interest in all Intellectual Property owned by the Company, whether or not set forth (or required to be set forth) on Schedule 3.15, except where the failure to do so would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. All registrations, filings and issuances with respect to items of Intellectual Property owned by the Company, whether or not set forth (or required to be set forth) on Schedule 3.15, remain in full force and effectProperties. Except as set forth on Schedule 3.15 under 4.16, the caption "Claims," no claim adverse Acquired Companies have not received any written notice of alleged infringement, violation or misappropriation by an Acquired Company with respect to the interests any Intellectual Properties of any third party.
(b) Each of the Company Acquired Companies owns or a Subsidiary is licensed to use all patents, trade names, trademarks, service marks, copyrights, know-how and processes (collectively, "Proprietary Rights") necessary for the conduct of its business as presently conducted or intended to be conducted, except for know-how and those processes nonproprietary in nature. There are no Proprietary Rights that are necessary for the conduct of the Company in business of the Intellectual Property owned or licensed by the CompanyCompanies as now conducted, whether or nor set forth (or required to be set forth) except as listed on Schedule 3.154.16 hereto. To Sellers' knowledge, has been made in litigation or otherwise. Except except as set forth listed on Schedule 3.15 under the caption "Claims," 4.16 hereto, (i) no other person has any rights to the best knowledge, information and belief any of the CompanyProprietary Rights owned by any of the Acquired Companies, (ii) no such claim has been threatened or asserted, no basis exists for other person is infringing upon any such claim Proprietary Right and (iii) no Person has infringed Proprietary Right is subject to any litigation. The Acquired Companies own or otherwise violated either have valid licenses to use all management information systems necessary for the Company's or a Subsidiary operations of the Company's right in any Intellectual Property owned or licensed by the Company, whether or not set forth (or required to be set forth) on Schedule 3.15. Except as set forth on Schedule 3.15 under the caption "Claims," no litigation is pending wherein either the Company or a Subsidiary of the Company is accused of infringing or otherwise violating the Intellectual Property right of another Person, or of breaching a contract conveying a right under Intellectual Property. Except as set forth on Schedule 3.15 under the caption "Claims," to the best knowledge, information and belief of the Company, no such claim has been asserted or threatened against any either the Company or any Subsidiary of the Company, nor are there any facts that would give rise to such a claim. Except as set forth on Schedule 3.15, all computer and telecommunications software and hardware, including source and object code, necessary to carry on the Company's business substantially as currently conducted, that contains or calls on a calendar function that is indexed to a computer processing unit clock, provides specific dates or calculates spans of dates, is able, or can, without material expense, be made to be able, to record store, process and provide true and accurate dates and calculations for dates and spans of dated including and following January 1, 2000 ("Year 2000 Issues"). Except as set forth on Schedule 3.15, no officer of the Company is aware of any inability of the Company's significant suppliers, customers and those other Persons with which it conducts business to identify and resolve their own Year 2000 Issues, except where the inability of such suppliers, customers and other Persons to identify and resolve their own Year 2000 Issues would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeCompanies.
Appears in 1 contract
Samples: Stock Purchase Agreement (Reliant Building Products Inc)
Intellectual Properties. The operation To the best of the business of the Company Selling Shareholders knowledge and its Subsidiaries requires no rights under Intellectual Property other than (a) rights under Intellectual Property which is owned by the Company or any of its Subsidiaries and (b) rights validly licensed by the Company or any of its Subsidiaries. Schedule 3.15 is a truebelief, complete and accurate list of all Intellectual Property licensed by the Company which, with respect to each item of Intellectual Property, is (x) required for the operation of the business of the Company and its Subsidiaries and (y) cannot be licensed and installed within 5 Business Days for a single payment of less than $25,000 or annual licensing (or rental) payments less than $10,000. Unless otherwise described on Schedule 3.15, either the Company or its Subsidiaries has taken actions reasonably necessary and appropriate to preserve and protect its respective ownership interest in all subsidiaries requires no rights under Intellectual Property owned by the Company, whether or not set forth (or required other than rights under Intellectual Property listed on SCHEDULE 3.16 attached hereto and rights granted to be set forth) on Schedule 3.15, except where the failure to do so would not have a Material Adverse Effect on the Company and its Subsidiaries taken subsidiaries pursuant to agreements listed on SCHEDULE 3.16. Within the six year period immediately prior to the date of this Agreement, the business of the Company and its subsidiaries made use of no Intellectual Property rights other than rights under Intellectual Property listed on SCHEDULE 3.16 and rights granted to the Company and its subsidiaries pursuant to agreements listed on SCHEDULE 3.16. Except as a wholeotherwise set forth on SCHEDULE 3.16, the Company and its subsidiaries own all right, title and interest in and full legal, equitable and beneficial ownership of the Intellectual Property listed on SCHEDULE 3.16 including, without limitation, exclusive rights to use, sell, transfer, assign and license the same. All registrations, filings and issuances with respect to items Each item of Intellectual Property owned listed on SCHEDULE 3.16 has been duly registered with, filed in, or issued by the Companyappropriate domestic or foreign governmental agency, whether or not set forth (or required to be set forth) on Schedule 3.15the extent required, remain and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 3.15 under the caption "Claims," SCHEDULE 3.16, no claim adverse to the interests of the Company or a Subsidiary of the Company and its subsidiaries in the Intellectual Property owned or licensed by the Company, whether or nor set forth (or required to be set forth) on Schedule 3.15, agreements listed in SCHEDULE 3.16 has been made or threatened in litigation or otherwise. Except as set forth on Schedule 3.15 under the caption "Claims," to the best knowledge, information otherwise and belief of the Company, no such claim has been threatened or asserted, no basis exists for any such claim and claim. To the best knowledge of each of the Selling Shareholders, no Person has infringed or otherwise violated either the Company's or a Subsidiary any of the Company's its subsidiaries' right in any of the Intellectual Property owned or licensed by the Company, whether or not set forth (or required to be set forth) agreements listed on Schedule 3.15SCHEDULE 3.16. Except as set forth on Schedule 3.15 under the caption "Claims," SCHEDULE 3.16, no litigation is pending wherein either the Company or a Subsidiary any of the Company its subsidiaries is accused of infringing or otherwise violating the Intellectual Property right of another Personanother, or of breaching a contract conveying a right rights under Intellectual Property. Except as set forth on Schedule 3.15 under the caption "Claims," to the best knowledge, information and belief of the Company, no No such claim has been asserted or threatened against any either the Company or any Subsidiary of the Company, nor nor, to the best knowledge of each of the Selling Shareholders, are there any facts that would give rise to such a claim. Except as set forth on Schedule 3.15, all computer and telecommunications software and hardware, including source and object code, necessary to carry on the Company's business substantially as currently conducted, that contains or calls on a calendar function that is indexed to a computer processing unit clock, provides specific dates or calculates spans of dates, is able, or can, without material expense, be made to be able, to record store, process and provide true and accurate dates and calculations for dates and spans of dated including and following January 1, 2000 ("Year 2000 Issues"). Except as set forth on Schedule 3.15, no officer of the Company is aware of any inability of the Company's significant suppliers, customers and those other Persons with which it conducts business to identify and resolve their own Year 2000 Issues, except where the inability of such suppliers, customers and other Persons to identify and resolve their own Year 2000 Issues would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Atlas Recreational Holdings Inc)
Intellectual Properties. The operation of the business of the Company and its Subsidiaries requires no rights under Intellectual Property other than (a) rights under Intellectual Property which is owned by the Company or any of its Subsidiaries and (b) rights validly licensed by the Company or any of its Subsidiaries. Schedule 3.15 is 4.16 sets forth a true, complete and accurate correct list of all patented or registered Intellectual Property licensed by the Company which, with respect to each item and pending patent applications or other applications for registrations of Intellectual Property, is (x) required for the operation of unregistered trademarks, service marks, trade names, corporate names, logos and slogans, material unregistered copyrights, Internet domain names, and all written licenses relating to the business of the Company and its Subsidiaries and (y) cannot be licensed and installed within 5 Business Days for a single payment of less than $25,000 or annual licensing (or rental) payments less than $10,000. Unless otherwise described on Schedule 3.15which Holdings, either the Company or its Subsidiaries has taken actions reasonably necessary and appropriate to preserve and protect its respective ownership interest in all Intellectual Property owned by the Company, whether or not set forth (or required to be set forth) on Schedule 3.15, except where the failure to do so would not have ASHI is a Material Adverse Effect on the Company and its Subsidiaries taken party either as a whole. All registrations, filings and issuances with respect to items of Intellectual Property owned by licensee or licensor (the Company, whether or not set forth (or required to be set forth) on Schedule 3.15, remain in full force and effect. Except as set forth on Schedule 3.15 under the caption "Claims," no claim adverse to the interests of the “Company or a Subsidiary of the Company in the Intellectual Property owned or licensed by the Company, whether or nor set forth (or required to be set forth) on Schedule 3.15, has been made in litigation or otherwise. Except as set forth on Schedule 3.15 under the caption "Claims," to the best knowledge, information and belief of the Company, no such claim has been threatened or asserted, no basis exists for any such claim and no Person has infringed or otherwise violated either the Company's or a Subsidiary of the Company's right in any Intellectual Property owned or licensed by the Company, whether or not set forth (or required to be set forth) on Schedule 3.15. Except as set forth on Schedule 3.15 under the caption "Claims," no litigation is pending wherein either the Company or a Subsidiary of the Company is accused of infringing or otherwise violating the Intellectual Property right of another Person, or of breaching a contract conveying a right under Intellectual Property. Except as set forth on Schedule 3.15 under the caption "Claims," to the best knowledge, information and belief of the Company, no such claim has been asserted or threatened against any either the Company or any Subsidiary of the Company, nor are there any facts that would give rise to such a claim. Except as set forth on Schedule 3.15, all computer and telecommunications software and hardware, including source and object code, necessary to carry on the Company's business substantially as currently conducted, that contains or calls on a calendar function that is indexed to a computer processing unit clock, provides specific dates or calculates spans of dates, is able, or can, without material expense, be made to be able, to record store, process and provide true and accurate dates and calculations for dates and spans of dated including and following January 1, 2000 ("Year 2000 Issues"”). Except as set forth on in Schedule 3.154.16:
(a) Holdings, no officer the Company or ASHI owns and possesses all, right, title and interest in and to, or has a valid and enforceable right or license to use all Intellectual Property used in the conduct of its business;
(b) Except for the Permitted Liens, the Company Intellectual Property is not subject to any Liens, security interests or other encumbrances, and is not subject to any restrictions or limitations regarding use or disclosure other than pursuant to a written license agreement set forth in Schedule 4.16;
(c) To Sellers’ Knowledge: (i) none of Holdings, the Company or ASHI has infringed, misappropriated or otherwise conflicted with, any Intellectual Property of any third party; and (ii) none of Holdings, the Company or ASHI has received any notices regarding any of the foregoing (including, without limitation, any demands or offers to license any Intellectual Property from any third party);
(d) Each of Holdings, the Company and ASHI has used commercially reasonable efforts to protect all of the Company is aware Intellectual Property and will continue to maintain and protect all of the Company Intellectual Property prior to the Closing so as not to adversely affect the validity or enforceability thereof;
(e) To Seller’s Knowledge no third party has infringed, misappropriated or otherwise conflicted with any of the Company Intellectual Property and, To Sellers’ Knowledge, no facts exist that indicate a likelihood of any inability of the Company's significant suppliersforegoing;
(f) Immediately subsequent to the Closing, customers and those other Persons with which it conducts business to identify and resolve their own Year 2000 Issues, except where the inability of such suppliers, customers and other Persons to identify and resolve their own Year 2000 Issues would not have a Material Adverse Effect on the Company Intellectual Property will be owned by or available for use by Company on terms and its Subsidiariesconditions identical to those under which Holdings, taken as a wholethe Company or ASHI owned or used the Company Intellectual Property immediately prior to the Closing;
(g) All of the Company Intellectual Property is valid and enforceable and none of the Company Intellectual Property has been misused, no claim by any third party contesting the validity, enforceability, use or ownership of any of the Company Intellectual Property has been made, is currently outstanding or, To Sellers’ Knowledge, is threatened, and there are no grounds for the same;
(h) None of Holdings, the Company or ASHI has agreed to indemnify any third party for or against any interference infringement appropriation or other conflict with respect to any Intellectual Property.
Appears in 1 contract
Intellectual Properties. Schedule 3.14, Part A hereto sets forth all Intellectual Property owned by the Seller and its subsidiaries which are material to, and are currently used by the Seller or any of its subsidiaries in the Replacement Vehicle Business (the "Current Replacement Vehicle Intellectual Property"). The operation of the business Replacement Vehicle Business as conducted by the Seller as of the Company and its Subsidiaries Closing Date requires no rights under Intellectual Property other than rights under Intellectual Property listed on Schedule 3.14, Part A and rights granted to the Seller pursuant to agreements listed on Schedule 3.14, Part A. Within the six year period immediately prior to the date of this Agreement, the business of the Seller and its subsidiaries made use of no material Intellectual Property rights other than (ai) the Current Replacement Vehicle Intellectual Property and (ii) rights under Intellectual Property which is owned by listed on Schedule 3.14, Part B and rights granted to the Company or any of Seller and its Subsidiaries subsidiaries pursuant to agreements listed on Schedule 3.14, Part B (and (b) rights validly licensed by together with the Company or any of its Subsidiaries. Schedule 3.15 is a true, complete and accurate list of all Intellectual Property licensed by the Company which, with respect to each item of Current Replacement Vehicle Intellectual Property, is (x) required the "Replacement Vehicle Intellectual Property"). Except as otherwise set forth in Schedule 3.14, Part A, the Seller owns all right, title and interest in the Current Replacement Vehicle Intellectual Property including, without limitation, exclusive rights to use and license the same. Certificates or instruments evidencing the registrations and applications for registration set forth in Schedule 3.14 are in the operation possession of the business Seller. None of the Company and its Subsidiaries and (y) cannot be licensed and installed within 5 Business Days for a single payment of less than $25,000 or annual licensing (or rental) payments less than $10,000. Unless otherwise described on Schedule 3.15, either the Company or its Subsidiaries has taken actions reasonably necessary and appropriate to preserve and protect its respective ownership interest in all Current Replacement Vehicle Intellectual Property owned are the subject of any outstanding assignments, grants, mortgages, pledges, trusts, encumbrances or liens, whether written, or oral or implied, which would preclude the Seller's complete and unencumbered transfer of such rights to the Purchaser or which would in any way restrict the Purchaser's use of such Current Replacement Vehicle Intellectual Property. Each item of Current Replacement Vehicle Intellectual Property listed in Schedule 3.14, Part A as being registered has been duly registered with, filed in, or issued by the Companyappropriate domestic governmental agency, whether and all annuities or not set forth (or other fees have been paid, to the extent required to be set forth) on Schedule 3.15by prudent business practices, except where the failure to do so would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. All registrationseach such registration, filings filing and issuances with respect to items of Intellectual Property owned by the Companyissuance is valid, whether or not set forth (or required to be set forth) on Schedule 3.15, remain subsisting and remains in full force and effect. The Seller has not registered Replacement Vehicle Intellectual Property with any foreign governmental agency. Except as set forth on Schedule 3.15 under 3.14, Part A, to the caption "Claims," no extent that any of the registrations set forth in Schedule 3.14, Part A was obtained by assignment or merger, or is the subject of a change of name, the records of the appropriate governmental agency issuing the registration have been updated to reflect the proper and complete chain of title for the registration in question. No claim adverse to the rights or interests (including ownership and title) of the Company or a Subsidiary of the Company Seller in the Intellectual Property owned or licensed by the Companyagreements listed in Schedule 3.14, whether Part A (including a claim of invalidity or nor set forth (or required to be set forthunenforceability) on Schedule 3.15, has been made in litigation or otherwise. Except as set forth on Schedule 3.15 under the caption "Claims," to the best knowledge, information and belief of the Company, no such claim has been threatened (to the Knowledge of the Seller) or asserted, no basis (to the Knowledge of the Seller) exists for any such claim and and, except as listed on Schedule 3.14, Part A, no Person has infringed or otherwise violated either the Company's or a Subsidiary of the CompanySeller's right in any of the Intellectual Property owned or licensed agreements listed in Schedule 3.14, Part A. The Seller agrees that it will comply with any request by the CompanyPurchaser made after the Closing Date to defend at the Seller's expense and indemnify the Purchaser from any claim by a third party against the Purchaser for unfair competition or infringement of such third party's rights, whether in each case based on the Purchaser's use of any of the Intellectual Property or not set forth (or required to be set forth) agreements listed on Schedule 3.153.14, Part A (provided such third party used or claimed rights to any such Intellectual Property on or prior to the Closing Date). Except as set forth on Schedule 3.15 under the caption "Claims," no No litigation is pending wherein either pending, or to the Company or a Subsidiary Knowledge of the Company Seller threatened, wherein the Seller is accused of infringing or otherwise violating the Intellectual Property right of another Personanother, or of breaching a contract conveying a right rights under Intellectual Property. Except as set forth on Schedule 3.15 under the caption "Claims," to the best knowledge, information and belief of the Company, no No such claim has been asserted or threatened against any either (to the Company or any Subsidiary Knowledge of the CompanySeller) against the Seller, nor are there any facts that would give rise to such a claim. Except as set forth on Schedule 3.15, all computer The foregoing representations and telecommunications software and hardware, including source and object code, necessary to carry on warranties do not limit or restrict the Company's business substantially as currently conducted, that contains or calls on a calendar function that is indexed to a computer processing unit clock, provides specific dates or calculates spans of dates, is able, or can, without material expense, be made to be able, to record store, process and provide true and accurate dates and calculations for dates and spans of dated including and following January 1, 2000 ("Year 2000 Issues"). Except as set forth on Schedule 3.15, no officer inclusion of the Company is aware of any inability Replacement Vehicle Intellectual Property as part of the CompanyAssets and do not limit, and are without prejudice to, the Seller's significant suppliers, customers other representations and those other Persons warranties with which it conducts business respect to identify and resolve their own Year 2000 Issues, except where the inability of such suppliers, customers and other Persons to identify and resolve their own Year 2000 Issues would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeAssets.
Appears in 1 contract
Samples: Asset Purchase Agreement (National Auto Credit Inc)
