Common use of Intellectual Properties Clause in Contracts

Intellectual Properties. The operation of the business of Integra requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 4.13 attached hereto, and rights granted to Integra pursuant to agreements listed on Schedule 4.13. Within the three year period immediately prior to the date of this Agreement, neither the business of Integra made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 4.13 and rights granted to Integra pursuant to agreements listed on Schedule 4.13. Except as otherwise set forth on Schedule 4.13, Integra owns all right, title and interest in the Intellectual Property listed on Schedule 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 4.13, no claim adverse to the interests of Integra in the Intellectual Property or agreements listed on Schedule 4.13 has been made in litigation. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of Integra in any of the Intellectual Property or agreements listed on Schedule 4.13. Except as set forth on Schedule 4.13, no litigation is pending wherein Integra is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been asserted or threatened against Integra, nor are there any facts that would give rise to such a claim. For purposes of this Section 4.13, "Intellectual Property" means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. The Principal Shareholders will transfer any Intellectual Property owned by it and used in Integra' business to Columbialum.

Appears in 1 contract

Samples: Securities Exchange Agreement (Columbialum LTD)

AutoNDA by SimpleDocs

Intellectual Properties. The operation of the business of Integra CareView requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 4.13 attached hereto4.8, and rights granted to Integra CareView pursuant to agreements listed on Schedule 4.134.8. Within the three three-year period immediately prior to the date of this Agreement, neither the business of Integra made CareView did not make use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 4.13 4.8 and rights granted to Integra CareView pursuant to agreements listed on Schedule 4.134.8. Except as otherwise set forth on Schedule 4.134.8, Integra CareView owns all right, title and interest in the Intellectual Property listed on Schedule 4.13 4.8 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 4.13 4.8 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 4.134.8, no claim adverse to the interests of Integra CareView in the Intellectual Property or agreements listed on Schedule 4.13 4.8 has been made in litigation. To the best knowledge, information and belief of the Principal ShareholdersCareView’s management, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of Integra CareView in any of the Intellectual Property or agreements listed on Schedule 4.134.8. Except as set forth on Schedule 4.134.8, no litigation is pending wherein Integra CareView is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of the Principal ShareholdersCareView’s management, no such claim has been asserted or threatened against IntegraCareView, nor are there any facts that would give rise to such a claim. For purposes of this Section 4.134.8, "Intellectual Property" means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data basesdatabases, trade secrets and proprietary information. The Principal Shareholders CareView will transfer any Intellectual Property owned by it them and used in Integra' CareView’s business to ColumbialumECGT.

Appears in 1 contract

Samples: Securities Exchange Agreement (CareView Communications Inc)

Intellectual Properties. The To the best knowledge of the Principal Shareholders after due inquiry the operation of the business of Integra business, the Mxxx Jxxx Group requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 4.13 3.16 attached hereto, and rights granted to Integra the Mxxx Jxxx Group pursuant to agreements listed on Schedule 4.133.16. Within the three year period immediately prior to the date of this Agreement, neither the business of Integra the Mxxx Jxxx Group made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 4.13 3.16 and rights granted to Integra the Mxxx Jxxx Group pursuant to agreements listed on Schedule 4.133.16. Except as otherwise set forth on Schedule 4.133.16, Integra the Mxxx Jxxx Group owns all right, title and interest in the Intellectual Property listed on Schedule 4.13 3.16 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 4.13 3.16 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 4.133.16, no claim adverse to the interests of Integra the Mxxx Jxxx Group in the Intellectual Property or agreements listed on Schedule 4.13 3.16 has been made in litigation. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of Integra the Mxxx Jxxx Group in any of the Intellectual Property or agreements listed on Schedule 4.133.16. Except as set forth on Schedule 4.133.16, no litigation is pending wherein Integra the Mxxx Jxxx Group is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been asserted or threatened against Integrathe Mxxx Jxxx Group, nor are there any facts that would give rise to such a claim. For purposes of this Section 4.133.16, "Intellectual Property" means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. The Principal Shareholders will transfer any Intellectual Property owned by it them and used in Integra' the Mxxx Jxxx Group business to ColumbialumPladeo.

Appears in 1 contract

Samples: Securities Exchange Agreement (Pladeo Corp.)

Intellectual Properties. The To the best knowledge of the Principal Shareholders after due inquiry the operation of the business of Integra Bong or any of its subsidiaries requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 4.13 attached hereto, and rights granted to Integra Bong or any of its subsidiaries pursuant to agreements listed on Schedule 4.13. Within the three year period immediately prior to the date of this Agreement, neither the business of Integra Bong or any of its subsidiaries made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 4.13 and rights granted to Integra Bong or any of its subsidiaries pursuant to agreements listed on Schedule 4.13. Except as otherwise set forth on Schedule 4.13, Integra either Bong or any of its subsidiaries owns all right, title and interest in the Intellectual Property listed on Schedule Sched­ule 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 4.13, no claim adverse to the interests of Integra Bong or any of its subsidiaries in the Intellectual Property or agreements listed on Schedule 4.13 has been made in litigation. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of Integra Bong or any of its subsidiaries in any of the Intellectual Property or agreements listed on Schedule 4.13. Except as set forth on Schedule 4.13, no litigation is pending wherein Integra Bong or any of its subsidiaries is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been asserted or threatened against IntegraBong or any of its subsidiaries, nor are there any facts that would give rise to such a claim. For purposes of this Section 4.13, "Intellectual Property" means domestic and foreign patents, patent applications, registered and unregistered trademarks trade marks and service marks, trade names, registered regis­tered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. The Principal Shareholders will transfer any Intellectual Property owned by it them and used in Integra' Bong or any of its subsidiaries’ business to ColumbialumMillennium.

Appears in 1 contract

Samples: Securities Exchange Agreement (Millennium Prime, Inc.)

Intellectual Properties. The operation of the business of Integra S2 New York requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 4.13 attached hereto5.9, and rights granted to Integra S2 New York pursuant to agreements listed on Schedule 4.135.9. Within the three three-year period immediately prior to the date of this Agreement, neither the business of Integra made S2 New York did not make use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 4.13 5.9 and rights granted to Integra S2 New York pursuant to agreements listed on Schedule 4.135.9. Except as otherwise set forth on Schedule 4.135.9, Integra S2 New York owns all right, title and interest in the Intellectual Property listed on Schedule 4.13 5.9 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 4.13 5.9 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 4.135.9, no claim adverse to the interests of Integra S2 New York in the Intellectual Property or agreements listed on Schedule 4.13 5.9 has been made in litigation. To the best knowledge, information and belief of S2 New York and the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of Integra S2 New York in any of the Intellectual Property or agreements listed on Schedule 4.135.9. Except as set forth on Schedule 4.135.9, no litigation is pending wherein Integra S2 New York is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of S2 New York and the Principal Shareholders, no such claim has been asserted or threatened against IntegraS2 New York, nor are there any facts that would give rise to such a claim. For purposes of this Section 4.135.9, "Intellectual Property" means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. The Principal S2 New York and the Shareholders will transfer any Intellectual Property owned by it them and used in Integra' S2 New York’s business to ColumbialumINCA.

Appears in 1 contract

Samples: Securities Exchange Agreement (Accident Prevention Plus Inc)

Intellectual Properties. The operation of the business of Integra Global requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 4.13 attached hereto, and rights granted to Integra Global pursuant to agreements listed on Schedule 4.13. Within the three year period immediately prior to the date of this Agreement, neither the business of Integra made Global did not make use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 4.13 and rights granted to Integra Global pursuant to agreements listed on Schedule 4.13. Except as otherwise set forth on Schedule 4.13, Integra Global owns all right, title and interest in the Intellectual Property listed on Schedule 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 4.13, no claim adverse to the interests of Integra Global in the Intellectual Property or agreements listed on Schedule 4.13 has been made in litigation. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of Integra Global in any of the Intellectual Property or agreements listed on Schedule 4.13. Except as set forth on Schedule 4.13, no litigation is pending wherein Integra Global is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been asserted or threatened against IntegraGlobal, nor are there any facts that would give rise to such a claim. For purposes of this Section 4.13, "Intellectual Property" means domestic and foreign patents, patent applications, registered and unregistered trademarks trade marks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. The Principal Shareholders will transfer any Intellectual Property owned by it and used in Integra' Global's business to Columbialum1STOP.

Appears in 1 contract

Samples: Securities Exchange Agreement (1stopsale Com Holdings Inc)

AutoNDA by SimpleDocs

Intellectual Properties. The To the best knowledge of the Shareholder after due inquiry the operation of the business of Integra IPoint or any of its subsidiaries requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 4.13 attached hereto, and rights granted to Integra IPoint or any of its subsidiaries pursuant to agreements listed on Schedule 4.13. Within the three year period immediately prior to the date of this Agreement, neither the business of Integra IPoint or any of its subsidiaries made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 4.13 and rights granted to Integra IPoint or any of its subsidiaries pursuant to agreements listed on Schedule 4.13. Except as otherwise set forth on Schedule 4.13, Integra either IPoint or any of its subsidiaries owns all right, title and interest in the Intellectual Property listed on Schedule 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 4.13, no claim adverse to the interests of Integra IPoint or any of its subsidiaries in the Intellectual Property or agreements listed on Schedule 4.13 has been made in litigation. To the best knowledge, information and belief of the Principal ShareholdersShareholder, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of Integra IPoint or any of its subsidiaries in any of the Intellectual Property or agreements listed on Schedule 4.13. Except as set forth on Schedule 4.13, no litigation is pending wherein Integra IPoint or any of its subsidiaries is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of the Principal ShareholdersShareholder, no such claim has been asserted or threatened against IntegraIPoint or any of its subsidiaries, nor are there any facts that would give rise to such a claim. For purposes of this Section 4.13, "Intellectual Property" means domestic and foreign patents, patent applications, registered and unregistered trademarks trade marks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. The Principal Shareholders Shareholder will transfer any Intellectual Property owned by it them and used in Integra' IPoint or any of its subsidiaries’ business to ColumbialumSwordfish.

Appears in 1 contract

Samples: Securities Exchange Agreement (Swordfish Financial, Inc.)

Intellectual Properties. The operation of the business of Integra NYBD or any of its subsidiaries requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 4.13 attached hereto, and rights granted to Integra NYBD or any of its subsidiaries pursuant to agreements listed on Schedule 4.13. Within the three year period immediately prior to the date of this Agreement, neither the business of Integra NYBD or any of its subsidiaries made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 4.13 and rights granted to Integra NYBD or any of its subsidiaries pursuant to agreements listed on Schedule 4.13. Except as otherwise set forth on Schedule 4.13, Integra either NYBD or any of its subsidiaries owns all right, title and interest in the Intellectual Property listed on Schedule 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 4.13, no claim adverse to the interests of Integra NYBD or any of its subsidiaries in the Intellectual Property or agreements listed on Schedule 4.13 has been made in litigation. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of Integra NYBD or any of its subsidiaries in any of the Intellectual Property or agreements listed on Schedule 4.13. Except as set forth on Schedule 4.13, no litigation is pending wherein Integra NYBD or any of its subsidiaries is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been asserted or threatened against IntegraNYBD or any of its subsidiaries, nor are there any facts that would give rise to such a claim. For purposes of this Section 4.13, "Intellectual Property" means domestic and foreign patents, patent applications, registered and unregistered trademarks trade marks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. The Principal Shareholders will transfer any Intellectual Property owned by it and used in Integra' NYBD or any of its subsidiaries’ business to ColumbialumLEAGUE NOW.

Appears in 1 contract

Samples: Securities Exchange Agreement (League Now Holdings Corp)

Intellectual Properties. The operation of the business of Integra GPEH or any of its subsidiaries requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 4.13 attached hereto, and rights granted to Integra GPEH or any of its subsidiaries pursuant to agreements listed on Schedule 4.13. Within the three year period immediately prior to the date Since inception of this AgreementGPEH or any of its subsidiaries, neither the business of Integra GPEH or any of its subsidiaries made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 4.13 and rights granted to Integra GPEH or any of its subsidiaries pursuant to agreements listed on Schedule 4.13. Except as otherwise set forth on Schedule 4.13, Integra either GPEH or any of its subsidiaries owns all right, title and interest in the Intellectual Property listed on Schedule 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 4.13, no claim adverse to the interests of Integra GPEH or any of its subsidiaries in the Intellectual Property or agreements listed on Schedule 4.13 has been made in litigation. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of Integra GPEH or any of its subsidiaries in any of the Intellectual Property or agreements listed on Schedule 4.13. Except as set forth on Schedule 4.13, no litigation is pending wherein Integra GPEH or any of its subsidiaries is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been asserted or threatened against IntegraGPEH or any of its subsidiaries, nor are there any facts that would give rise to such a claim. For purposes of this Section 4.134.13 and Section 5.13, "Intellectual Property" means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. The Principal Shareholders will transfer any Intellectual Property owned by it and used in Integra' business GPEH's Business to ColumbialumDr. Owl.

Appears in 1 contract

Samples: Securities Exchange Agreement (Green Power Energy Holdings Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.