Intellectual Property and Computer Systems Sample Clauses

Intellectual Property and Computer Systems. 15.1 All rights owned: All Intellectual Property Rights used or required by the Windrace Group in connection with its business are in full force and effect and are vested in, and beneficially owned by, the relevant Windrace Group Company and: (a) (where registration is possible) the relevant Windrace Group Company has been and is registered as proprietor of such Intellectual Property Rights and no other person has any interest, right or Encumbrance in or in respect of any such Intellectual Property Rights; (b) each of those rights is valid enforceable and duly maintained, and none of them is being used, claimed or opposed by any other person; (c) to the knowledge of Windrace and Mx. Xxx, there has been no infringement of such Intellectual Property Rights by any third party; (d) renewal fees payable in respect of such Intellectual Property Rights which are registered have been duly paid and each other available action to maintain and protect such Intellectual Property Rights has been duly taken; (e) to the knowledge of Windrace and Mx. Xxx, nothing has been done or omitted to be done by which a person is or will be able to seek cancellation, rectification or other modification of a registration of any of such Intellectual Property Rights; (f) there is and has been no civil, criminal, arbitration, administrative or other proceeding or dispute in any jurisdiction concerning any of such Intellectual Property Rights; to the knowledge of Windrace and Mx. Xxx, no civil, criminal, arbitration, administrative or other proceeding concerning any of such Intellectual Property Rights is pending or threatened; to the knowledge of Windrace and Mx. Xxx, no fact or circumstance exists which might give rise to such proceeding or dispute; and (g) no right or license has been granted to any person by any Windrace Group Company to use, in any manner, or to do anything which would or might otherwise infringe, any such Intellectual Property Rights; and no act has been done, or omission permitted, by any Windrace Group Company whereby such Intellectual Property Rights, or any of them, have ceased or might cease to be valid and enforceable.
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Intellectual Property and Computer Systems. (a) Schedule 4.14(a) lists all Intellectual Property of the Company that is registered with any Governmental Authority (or with any Person that maintains domain name registrations), including the legal entity owning such Intellectual Property, and all applications for any such registration. (b) The Company owns (free and clear of all Encumbrances, other than any Permitted Encumbrances), or has the right to use without payment of any royalty, license fee or similar fee (other than pursuant to a Contract listed in Schedule 4.15(a)), the Intellectual Property used by the Company in the operation of the Business.
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Intellectual Property and Computer Systems. 6.1 MEANING OF "BUSINESS IPRS"
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Intellectual Property and Computer Systems. 11.1 Company’s Intellectual Property
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Intellectual Property and Computer Systems. (a) Section 3.12(a) of the Seller Disclosure Letter sets forth a correct, current and complete list of (i) all Company Intellectual Property that is subject to any issuance, registration, or application by or with any Governmental Authority or authorized private registrar in any jurisdiction ("Intellectual Property Registrations"), including issued patents, registered trademarks, domain names, copyright registrations, and pending applications for any of the foregoing, and specifying as to each, as applicable: the title, xxxx, or design; the record owner; the jurisdiction by or in which it has been issued, registered, or filed; the patent, registration, or application serial number; the issue, registration, or filing date; and the current status, and (ii) all unregistered trademarks included in the Company Intellectual Property and any other material Intellectual Property owned, used or held for use in the Acquired Companies' business as currently or formerly conducted. (b) Section 3.12(b) of the Seller Disclosure Letter contains a correct, current, and complete list of all Company Intellectual Property Agreements, specifying for each the date, title, and parties thereto, and separately identifying the Company Intellectual Property Agreements: (i) under which the Acquired Companies are a licensor or otherwise grants to any Person any right or interest relating to any Company Intellectual Property; (ii) under which the Acquired Companies are a licensee or otherwise granted any right or interest relating to the Intellectual Property of any Person; and (iii) which otherwise relate to the Acquired Companies' ownership or use of Intellectual Property. The Sellers have made available to the Purchaser with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all Company Intellectual Property Agreements, including all modifications, amendments, and supplements thereto and waivers thereunder. (c) Each Company Intellectual Property Agreement is valid and binding on the Acquired Companies that are party thereto in accordance with its terms and is in full force and effect, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. None of the Acquired Companies, Restructuring Sellers (with respect to the...
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Intellectual Property and Computer Systems 
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Related to Intellectual Property and Computer Systems

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

  • Intellectual Property Matters A. Definitions

  • 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. 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 Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Intellectual Property Protection The Group Companies shall establish and maintain appropriate intellectual inspection system to protect the Proprietary Rights of the Group Companies. The Group Companies shall, and the Founders shall cause the Group Companies to fully comply with the laws and regulations in respect of the protection of the Proprietary Rights and refrain from infringing the Proprietary Rights of other parties. Ecommerce Company shall, and the other Warrantors shall procure Ecommerce Company to, use its best efforts to obtain as soon as possible and maintain the registration of the core trademarks used in the Business (including without limitation, the marks of “perfect diary”, “完美日记” and the combination of the foregoing) in the appropriate goods and services (including without limitation, cosmetics, cosmetics tools and advertisement). The Group Companies shall take all necessary or desirable actions to protect their trademarks, including initiating trademark petitions against any trademark applications filed by any third party for a trademark identical or similar to the Group Companies’ trademarks.

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