Intellectual Property and Data Privacy. (a) Section 3.19(a) of the Company Disclosure Letter sets forth a correct and complete list of all active registrations and pending applications for (i) copyrights, (ii) patents, (iii) trademarks, (iv) domain names and (v) social media handles, included in the Owned Company Intellectual Property.
(b) The Company and the Company Subsidiaries exclusively own or have the right to use all Intellectual Property Rights that are used in the business of the Company and the Company Subsidiaries as currently conducted. None of the Owned Company Intellectual Property is subject to any (i) Liens, except for Permitted Liens, or (ii) Order materially and adversely affecting the use thereof or rights thereto.
(c) The conduct of the business of the Company and the Company Subsidiaries as currently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person, and since January 1, 2021 has not infringed, misappropriated or otherwise violated any Intellectual Property Rights of any person except, in each case, for any such infringement, misappropriation or other violation that would not, individually or in the aggregate, reasonably be expected to be material and adverse to the business of the Company and the Company Subsidiaries as currently conducted.
(d) Except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the business of the Company and the Company Subsidiaries, since January 1, 2021, neither the Company nor any of the Company Subsidiaries is or has been the subject of any claim that is or has been asserted or threatened in writing to the Company or any of the Company Subsidiaries alleging the conduct of the business by the Company or any of the Company Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights of any other person.
(e) Except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the business of the Company and the Company Subsidiaries, since January 1, 2021, no other person has asserted in writing any objection or claim with respect to the ownership, validity or enforceability of any Owned Company Intellectual Property that has been received by the Company or any of the Company Subsidiaries.
(f) Since January 1, 2021, (i) to the knowledge of the Company, no other person has infringed, misappropriated or otherwise violated any Intellectual Property Rights owned by ...
Intellectual Property and Data Privacy. (a) Section 4.18(a) of the Disclosure Schedule identifies, as of the date of this Agreement, all Intellectual Property that is (i) Owned Intellectual Property subject to an application or registration with a Governmental Entity (by name, owner and, where applicable, registration or application number and jurisdiction) (the “Registered IP”), (ii) material trade secrets (as such term is defined in the Defend Trade Secrets Act, 18 U.S.C. § 1839) and included in the Owned Intellectual Property (the “Company Trade Secrets”), and (iii) all other Intellectual Property owned by a third party that is licensed to the Company Entities that is material to the operation of the business of the Company Entities, excluding any Intellectual Property that is used pursuant to an Incidental Inbound License (collectively with the Registered IP and Company Trade Secrets, the “Scheduled IP”). Each item of Registered IP is valid and subsisting (other than applications).
(b) Except as identified in Section 4.18(b) of the Disclosure Schedule, the Company Entities own or have the right to use pursuant to a license, the Intellectual Property that is necessary for each Company Entity to operate its business as currently conducted.
(c) Except as identified in Section 4.18(c) of the Disclosure Schedule, (i) no Company Entity is currently infringing any Intellectual Property owned by any third party that is not licensed to the Company Entities, and, to the Knowledge of the Company, no third party is currently infringing in any material respect any Owned Intellectual Property. All claims made by the Company Entities in connection with an application for marketing approval from a Governmental Entity, or on or in connection with the advertising, offering for sale or sale of products or services by the Company Entities (including labels, packaging and other communications), are truthful and non-deceptive in all material respects, to the Knowledge of the Company adequately substantiated, and otherwise in material compliance with all applicable Laws.
(d) No Owned Intellectual Property is subject to any contract containing any covenant or other provision that in any way limits or restricts the ability of the Company Entities to use, exploit, assert or enforce any Owned Intellectual Property.
(e) The Company Entities have not taken any action or failed to take any action that could reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation, waiver...
Intellectual Property and Data Privacy. (a) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, (i) each of Ardagh and its Affiliates (including each of the AMP Entities) takes and has taken commercially reasonable actions to maintain and protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and (ii) no such Trade Secret has been authorized to be disclosed or, to the Knowledge of Ardagh, has been actually disclosed by Ardagh or any of its Affiliates (including any of the AMP Entities) to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use thereof.
(b) Section 4.14(b) of the Ardagh Disclosure Schedule sets forth a list of all Registered Owned Intellectual Property as of the date hereof, after deeming the Pre-Closing Restructuring to be completed. For each item of such Intellectual Property, Section 4.14(b) of the Ardagh Disclosure Schedule includes, where applicable: (i) the current record owner; (ii) the jurisdiction where the application, registration or issuance is filed, registered or issued, respectively; (iii) the application, registration or issue number; and (iv) the application, registration or issue date.
(c) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, none of the Registered Owned Intellectual Property set forth or required to be set forth on Section 4.14(b) of the Ardagh Disclosure Schedule has lapsed, expired or been cancelled, abandoned or otherwise terminated and, to the Knowledge of Ardagh, all Registered Owned Intellectual Property is otherwise in full force and effect, valid and enforceable. Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, (i) an AMP Entity is the sole and exclusive owner of each item of Owned Intellectual Property (including the Registered Owned Intellectual Property set forth or required to be set forth on Section 4.14(b) of the Ardagh Disclosure Schedule) and (ii) all Intellectual Property licensed to the AMP Business (the “Licensed Business Intellectual Property”) is licensed to Ardagh, one of its Affiliates or an AMP Entity pursuant to a Contract, in each case of (i) and (ii), free and clear of all Encumbrances (other than Permitted Encumbrances). Immediately following the Pre-Closing Restructuring, except as would not be material to the AMP Business or the AMP Entities, taken as a whole, each of the AMP Entities will have continuing rights to...
Intellectual Property and Data Privacy. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all Registered Intellectual Property included in the Company Business Owned Intellectual Property (the “Company Business Registered Intellectual Property”). Company or a Company Subsidiary is, or after giving effect to the Separation will be, the sole and exclusive owner of all material Company Business Registered Intellectual Property, free and clear of all Liens other than Company Permitted Liens. Company or a Company Subsidiary owns (or after giving effect to the Separation will own) or has the valid right to use all Company Business Intellectual Property necessary to conduct the Company Business in all material respects in substantially the same manner as conducted by Company and the Company Subsidiaries on the date of this Agreement and as of immediately prior to Closing, free and clear of all Liens other than Company Permitted Liens. The Company Business Registered Intellectual Property is subsisting and, to the Knowledge of Company, valid and enforceable.
(b) Following the consummation of the CSG-Vista Outdoor Merger, and except with respect to any services to be provided under the Transition Services Agreement or any Intellectual Property licensed under Sections 9.02 and 9.03 of the Separation Agreement, the Vista Outdoor Group will not own any Intellectual Property necessary for the conduct of the Company Business.
(c) Except for those matters that, individually or in the aggregate, have not been, or would not reasonably be expected to be, material to the Company Business, taken as a whole, (i) no Actions are pending or, since April 1, 2021, have been threatened in writing, or, to the Knowledge of Company, orally threatened, to Company or the Company Subsidiaries, in each case, against Company or any of the Company Subsidiaries by any Person relating to the Company Business (A) claiming that Company or any of the Company Subsidiaries is infringing, diluting, misappropriating or otherwise violating, or has infringed, diluted, misappropriated or otherwise violated, any third-party Intellectual Property, or (B) challenging the validity, ownership, patentability or enforceability of, or the ability by Company or any of the Company Subsidiaries to register or use, any Company Business Intellectual Property (including Actions before the United States Patent and Trademark Office or comparable foreign governmental authorities, but...
Intellectual Property and Data Privacy. (i) The Group Companies solely and exclusively own all rights, title, and interest in and to each item of Owned Intellectual Property, free and clear of any Liens (other than Permitted Liens) and the Group Companies have a valid right or license to use all Licensed Intellectual Property. The Group Companies own or have the adequate right to use all Intellectual Property used or purported to be used in connection with, or otherwise necessary to conduct, the Group’s Business as presently conducted without any infringement, misappropriation or violation of the Intellectual Property of any Person in any material respect. Each Group Company has taken all security measures that are commercially reasonable in accordance with standard industry practice in order to protect the secrecy, confidentiality and value of the Company Intellectual Property. Neither the conduct of the Business of the Group, nor any product or service marketed, sold or provided (or proposed to be marketed, sold or provided) by any Group Company, has, within the three (3) years preceding the date of this Agreement, infringed upon, misappropriated or otherwise violated, or is infringing upon, misappropriating or otherwise violating, the Intellectual Property rights of any other Person.
(ii) No claims, proceedings or legal actions are pending, or, to the Knowledge of the Company, threatened against, any Group Company, and none of the Group Companies has received any communications (A) alleging that any Group Company has infringed upon, misappropriated or otherwise violated or, by conducting the Group’s Business as proposed, would infringe upon, misappropriate or otherwise violate any Intellectual Property rights of any other Person, nor, to the Knowledge of the Company, is there any reasonable basis therefor, or (B) challenging or seeking to deny, revoke or limit the Group Companies’ rights in any Owned Intellectual Property. Each employee and consultant of the Group Companies involved in the development of any Owned Intellectual Property for, or on behalf of, any of the Group Companies has executed intellectual property assignment or work for hire agreements or other written Contracts that presently assign to the applicable Group Company all such Person’s right, title and interest in and to such Intellectual Property or such Intellectual Property has otherwise vested in a Group Company by operation of law. To the Knowledge of the Company, no such agreements have been breached or otherwise viola...
Intellectual Property and Data Privacy. 9.1 Background IP. Each party’s background Intellectual Property, which are owned by or licensed to that party prior to the Effective Date of this Agreement or which are not invented, discovered, generated or derived under or in connection with this Agreement are and shall remain owned by or licensed to that party.
Intellectual Property and Data Privacy. 8.1 Each party acknowledges in its capacity as the Recipient that neither it nor any of its Affiliates shall acquire any right, title or interest (including any license rights or rights of use) in any Intellectual Property (as defined in the Purchase Agreement) which is owned or licensed by any Provider (or any of its Affiliates) or any third party (including all derivative works, modifications and enhancements thereof), if applicable, by reason of the provision of the Transition Services or access to the Facilities. The parties hereby reserve all rights, title and interest in and to their respective Intellectual Property not expressly licensed to the other party under Sections 8.2 and 8.3, and nothing in this Agreement shall be construed as granting (by implication, estoppel or otherwise) or giving rise to any other assignment, transfer, grant, license, immunity or authorization of any kind.
8.2 If either party is determined to be subject to additional obligations or requirements under Data Privacy Laws, the parties shall negotiate in good faith and promptly amend this Agreement to include a separate addendum to comply with such obligations or requirements under Data Privacy Laws.
Intellectual Property and Data Privacy. (a) Except for Trade Secrets, the Company does not own, purport to own or license any Intellectual Property of any nature (such Trade Secrets, the “Company Intellectual Property”).
(b) There is no pending or, to Seller’s Knowledge, threatened, claims against the Company, the Seller, HOFRECO or HOF Village Youth Fields, or any of their respective employees alleging that any of the Company Intellectual Property or the conduct of the Business infringes, misappropriates, violates or conflicts with, or has infringed, misappropriated, violated or conflicted with, the rights of others in respect of any Intellectual Property (“Third Party Rights”).
(c) The conduct of the Company or any Company Intellectual Property has not, and does not currently, infringe, misappropriate or conflict with any Third Party Right.
(d) None of the Company, the Seller, XXXXXXX nor HOF Village Youth Fields has received any communications in writing or, to the Seller’s knowledge, orally, alleging that it has violated or, by conducting the Business would violate, any Third Party Rights or that any of the Company Intellectual Property is invalid or unenforceable.
(e) To the Knowledge of Seller, there is no violation or infringement by a third party of any of the Company Intellectual Property.
(f) Each of the Company, the Seller, HOFRECO and HOF Village Youth Fields is, and has at all times been, in compliance with (i) all Legal Requirements pertaining to (A) the collection, storage, use, receipt, handling, sharing, security, retention, disposal, disclosure, treatment, transfer (including the cross border transfer and/or transmission), and other processing of Personal Data or spyware (collectively, the “Data Activities”), or (B) data protection, privacy, cybersecurity, and e-commerce, including, without limitation, HIPAA (together (i)(A) and (i)(B) being “Privacy Laws”);
(g) There is no pending, nor has there ever been any actual or, to the Knowledge of the Seller, threatened action or claim against the Company, the Seller, HOFRECO or HOF Village Youth Fields initiated by (i) any Person, (ii) the United States Federal Trade Commission, any state attorney general or similar state official, (iii) any Governmental Body, foreign or domestic, or (iv) any regulatory or self-regulatory entity, alleging that any Data Activity of the Company, the Seller, HOFRECO or HOF Village Youth Fields: (A) is in violation of any applicable Privacy Laws, (B) is in violation of any Privacy Agreements, (C) is in v...
Intellectual Property and Data Privacy. (a) Section 3.11(a) of the Disclosure Letter sets forth a list, as of the date of this Agreement, of all Registered Intellectual Property owned by any Transferred Company (the “Company Registered IP”). All Company Registered IP is valid, and to the Knowledge of Parent, subsisting and enforceable.
(b) The Transferred Companies exclusively own, or on or prior to the Closing Date will exclusively own, free and clear of all Liens (other than Permitted Exceptions) all material Owned Intellectual Property. No funding or resources of any Governmental Authority or research or educational institution were used to develop any Owned Intellectual Property such that such entity has any ownership interest or use license in any Owned Intellectual Property. No Owned Intellectual Property is subject to any judgement of a Governmental Authority materially restricting the licensing or use of such Owned Intellectual Property by any Transferred Company.
(c) None of the Transferred Companies, the conduct of the Business, or the use of Company Products by the Transferred Companies, as presently or at the relevant time conducted or used, infringe upon, misappropriate, or otherwise violate, and in the past two (2) years have not infringed upon, misappropriated, or otherwise violated, the Intellectual Property of any third party. To the Knowledge of Parent, no third party is infringing upon, misappropriating, or otherwise violating, or has in the past two (2) years infringed upon, misappropriated, or otherwise violated, any Owned Intellectual Property.
(d) There is no Action pending or, to the Knowledge of Parent, threatened in writing during the two (2) year period prior to the date of this Agreement, against any of the Transferred Companies or, solely with respect to the Business, the Retained Entities, in each case, challenging any Transferred Company’s ownership of, or the validity or enforceability of, any Owned Intellectual Property, or alleging infringement upon, or misappropriation or other violation of Intellectual Property rights by any Transferred Company.
(e) Each Transferred Company and, solely with respect to the Business, the Retained Entities, as applicable, has taken commercially reasonable measures to protect the confidentiality of all trade secrets in the Owned Intellectual Property, including source code of Company Software. In the three (3) year period prior to the date of this Agreement, the Business has maintained a practice of requiring employees, consultant...
Intellectual Property and Data Privacy
