Intellectual Property Sample Clauses

Intellectual Property. 9.1. Any information, contents, materials, documents, details, graphics, files, data, text, images, digital pictures, or any visual being displayed in the EHSAN AUCTIONEERS SDN. BHD. website shall not be used or published either by electronic, mechanical, photocopying, recording or otherwise without the permission from EHSAN AUCTIONEERS SDN. BHD. website. 9.2. In the event of any infringement of intellectual property rights under the Terms and Conditions herein, EHSAN AUCTIONEERS SDN. BHD. website may use any available legal remedies which may include the demand for actual or statutory damages, solicitors’ fees and injunctive relief.

Intellectual Property. The Company and each of its Subsidiaries possess valid and enforceable rights to use all trademarks, logos, trade names, Internet domain names, patent rights, copyrights, trade secrets, know-how, rights in computer software and other similar intellectual property rights (together with all goodwill associated with, any registrations of, or applications for registration of any of the foregoing, collectively, “Intellectual Property Rights”) that are used in the operation of the Company and its Subsidiaries as currently conducted. All Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries (“Owned Intellectual Property”) are valid and enforceable. To the knowledge of the Company, no Person has infringed upon, misappropriated or otherwise violated any of the Owned Intellectual Property. The conduct of the business of the Company and its Subsidiaries has not infringed, misappropriated, or violated, and does not infringe, misappropriate or violate, the Intellectual Property Rights of any other Person. The Company and its Subsidiaries have taken commercially reasonable steps to maintain the confidentiality of the material trade secrets owned (or purported to be owned) by the Company or any of its Subsidiaries. No material source code owned (or purported to be owned) by the Company or any of its Subsidiaries has been disclosed or otherwise made available to any Person (excluding an escrow agent), and, to the knowledge of the Company, no circumstance or condition exists that (with or without notice or lapse of time, or both) would result in a requirement that any such source code be disclosed, licensed or made available to any third party (other than an escrow agent). Neither the Company nor any of its Subsidiaries has received any notice of any third-party allegations or claims that (A) the Company or any of its Subsidiaries or the conduct of their respective businesses infringe or conflict with asserted Intellectual Property Rights of others or (B) challenge the ownership or validity of any Owned Intellectual Property.

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses (such Intellectual Property, “Company Intellectual Property”); (ii) to the Company’s knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any valid claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company and its subsidiaries have complied with the material terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. No technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual or legal obligation binding on the Company, its subsidiaries, or any of their officers, directors, employees, or contractors, which violation relates to the breach of a confidentiality obligation, an obligation to assign Intellectual Property to a previous employer, or an obligation otherwise not to use the Intellectual Property of any third party, except in each case as would not reasonably be expected to have a Material Adverse Effect. The products described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary. To the knowledge of the Co...

Intellectual Property. Section 3.08(a) of the Disclosure Letter sets forth a true and complete list of all (i) registered and material unregistered Intellectual Property owned by Company or any Subsidiary (the “Company Owned Intellectual Property”) and (ii) registered and material unregistered Intellectual Property licensed by the Company from a third party, other than Intellectual Property licensed from a third party for generally-commercially-available off-the-shelf software that in each case has incurred license fees of less than $10,000 (the, “Company Licensed-In Intellectual Property”), (collectively, the “Company Intellectual Property”). With respect to all Company Owned Intellectual Property that is registered or subject to an application for registration, Section 3.08(a) of the Disclosure Letter sets forth a list of all jurisdictions in which such Company Owned Intellectual Property is registered or registrations applied for and all registration and application numbers. Except as set forth in Section 3.08(a) of the Disclosure Letter, (i) the Company or a Subsidiary is the sole and exclusive owner of all right, title and interest in and to the Company Owned Intellectual Property free and clear of all Liens (other than Permitted Liens), (ii) the consummation of the Acquisition and the other transactions contemplated hereby does not and will not conflict with, alter or impair the Company’s rights, title and interests in and to Company Owned Intellectual Property, (iii) all maintenance and other required fees relating to applications for registration and the registered Company Owned Intellectual Property have been paid in full on or before the due date of such fees, or during any applicable grace period, (iv) no Proceedings (including for opposition, cancelation, invalidity, revocation or rectification) are pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary by any person with respect to the ownership, validity, enforceability, effectiveness, registration or use of the Company Owned Intellectual Property; (v) the Company and the Subsidiaries are not subject to any outstanding Judgment involving the Company Intellectual Property; and (vi) to knowledge of the Company, the Company Intellectual Property is subsisting, valid and enforceable.

Intellectual Property. (a) Section 3.10(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of (i) the current owner of, (ii) the jurisdiction of application/registration for and (iii) the application or registration number for, each item of registered material Company Intellectual Property. (b) Section 3.10(b) of the Company Disclosure Schedule sets forth a true correct and complete list as of the date of this Agreement of all agreements under which the Company or any of its Subsidiaries licenses or sublicenses from any other Person or has licensed or sublicensed to any other Person the right to use any material Company Intellectual Property Company. (c) Except as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect, the Company and its Subsidiaries (i) exclusively own all right, title and interest in and to all Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries and (ii) hold a valid and enforceable license or sublicense to use all Intellectual Property licensed or sublicensed or purported to be licensed or sublicensed by the Company or any of its Subsidiaries. Except as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect, the Company and its Subsidiaries own, or hold a valid and enforceable written license or other right to use, all Intellectual Property used in or held for use in the conduct of the Company’s business as currently conducted. (d) All issued patents and registrations for trademarks, service marks and copyrights included in the Company Intellectual Property are subsisting and have not expired or been cancelled. (e) The conduct of the business of the Company and its Subsidiaries, as currently conducted and as conducted in the past three (3) years), does not (and did not) infringe, violate or constitute a misappropriation of any Intellectual Property of any third party, except for such infringements, violations and misappropriations that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. There are no claims with respect to the Company Intellectual Property pending as of the date of this Agreement and, to the Company’s Knowledge, between January 1, 2014 and the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written claim or notice from a...

Intellectual Property. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement, the Pricing Prospectus and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all patents, patent applications, trade and s...

Intellectual Property. (a) Except as set forth on Schedule 3.7(a)(i), the Seller is the exclusive owner of all Intellectual Property, or has the rights to use all Intellectual Property, that is material or necessary to operate the Business as now conducted, free and clear of any Liens and Encumbrances (collectively such owned and licensed Intellectual Property is referred to herein as the “Seller Intellectual Property”) other than Permitted Encumbrances. Schedule 3.7(a)(ii) sets forth a true, complete and correct list of all such Seller Intellectual Property, including, without limitation formulas used in the Business, and Seller Intellectual Property that has been registered with the United States Patent and Trademark Office or Copyright Office and pending applications for registration, in each case listing the title and current owner(s), the jurisdiction(s) in which such Seller Intellectual Property has been issued or registered, and the application, serial or registration number, all of which will be transferred to the Buyer hereunder. (b) Except as set forth in Schedule 3.7(b), the Seller has not received notice from any Person, nor has any knowledge of any valid basis for any Person to be, claiming that the operation of the Business currently infringes or misappropriates the Intellectual Property rights of any Person or constitutes unfair competition or trade practices under the Laws of any jurisdiction. Schedule 3.7(b) lists any complaint, claim, or notice, or written threat thereof, received by the Seller alleging any currently existing infringement, violation or misappropriation of the Intellectual Property of any Person. (c) With respect to each item of Seller Intellectual Property which is licensed to the Seller: (i) the Seller has the valid right to use such Intellectual Property pursuant to a valid and enforceable license agreement; and (ii) the Seller is not in breach of any applicable license agreement and is not aware of any party that is in breach of the applicable license agreement. Each license agreement to which the Seller is party will remain unchanged and unaffected by the Transactions and the consummation of the Transactions will not result in the loss or impairment or termination of any Seller Intellectual Property. (d) The Seller has taken all commercially reasonable steps necessary or required to insure the privacy of its databases and the security against breach of its computer systems by any unauthorized third party. (e) No Product provided or distribu...

Intellectual Property. For the purposes of this Agreement, the following terms have the following definitions: