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.
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.
Intellectual Property and Data Privacy. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each (i) trademark and service mxxx registrations and applications, (ii) copyright registrations, (iii) domain name registrations and (iv) patents and patent applications, in each case, that are owned by one of the Debtors, are subsisting, valid, in full force and effect and have not expired or been cancelled, abandoned or otherwise terminated, and the payment of all renewal and maintenance fees and expenses in respect thereof, and all filings related to renewal and maintenance, have been duly and timely made.
Intellectual Property and Data Privacy. (a) Schedule 4.10(a) sets forth, as of the date hereof, a true and complete list of all registered Company Owned Intellectual Property and material unregistered Company Owned Intellectual Property, including any pending applications to register any of the foregoing, specifying as to each item, as applicable the title, the issuance, registration or application number, country, and owner.
Intellectual Property and Data Privacy. (a) Section 3.12(a)(i) of the Disclosure Letter sets forth (i) a true, correct and complete (in all material respects) list of all U.S. and foreign (a) issued Patents and pending Patent applications, (b) registered Trademarks and applications to register any Trademarks, (c) registered Copyrights and applications to register Copyrights, and (d) material domain name registrations, and (ii) a list of unregistered Intellectual Property that is material to the Business, in each case, that are owned by or registered to an Endo Company and included in the Transferred Assets. Except as otherwise set forth in Section 3.12(a)(i) of the Disclosure Letter, the Endo Companies are the sole and exclusive beneficial and record owners of all of the Intellectual Property set forth in Section 3.12(a)(i) of the Disclosure Letter, and all such material issued or registered Intellectual Property is subsisting, enforceable and, to the Knowledge of Sellers, valid. An Endo Company exclusively owns, or has a valid and enforceable license or other right to use, all of the Transferred Intellectual Property in the manner used in the conduct of the Business as currently conducted. The Transferred Intellectual Property constitutes all Intellectual Property owned by the Endo Companies that is used in the conduct of the Business as currently conducted (other than, for clarity, exclusively in connection with the Excluded Assets), and the Transferred Intellectual Property, together with Intellectual Property licensed or otherwise made available to the Endo Companies pursuant to the Transferred Contracts, constitutes all Intellectual Property that is material to or otherwise necessary for the conduct of the Business as currently conducted, except as would not be expected to materially impact the Business.
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.
Intellectual Property and Data Privacy. (a) Section 4.20(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of all patent, trademark and copyright registrations and applications for registration that are Company Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries own, or are licensed to use (in each case, free and clear of any Encumbrances other than Permitted Encumbrances), all Intellectual Property used in the conduct of the business of the Company and its Subsidiaries as currently conducted.
Intellectual Property and Data Privacy. (a) Set forth in Section 4.18(a) of the Company Disclosure Schedule is a true, correct and complete list, as of the date hereof, of all Company Registered IP, including for each item of Company Registered IP, the title, application number, filing date, jurisdiction, registration, issuance or grant date, and registration, issuance or grant number. All material Company Registered IP (other than Patent applications, applications to register Marks or Copyrights, or any other material Company Registered IP, in each case, which the Company Entities have abandoned, cancelled or allowed to lapse in their reasonable business judgment) is subsisting and in full force and effect and, to the knowledge of Sellers, is not invalid or unenforceable. With respect to each item of material Company Registered IP, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due on or prior to the date hereof have been timely paid in full (and any such amounts due on or prior to the Closing Date will be timely paid in full), and all necessary documents (including responses to office actions) and certificates have been timely filed for the purposes of maintaining such material Company Registered IP, in each case in accordance with Applicable Law and to avoid loss or abandonment thereof. The Company Entities have met their obligations to disclose all facts, information or circumstances, including any facts or information that would constitute prior art, that would preclude the issuance of or otherwise affect any pending applications for any material Company Registered IP or the Company Entities’ rights thereto. No Mark (whether registered or unregistered) included in the Company-Owned Intellectual Property Rights or exclusively licensed to any Company Entity that is, in each case, material to the business of the Company Entities conflicts or interferes with any Mark (whether registered or unregistered) owned or applied for by any other Person, and the Company Entities have taken commercially reasonable steps to police the use of each of the material Marks owned by any Company Entity (“Material Marks”) or exclusively licensed to any Company Entity (“Exclusively Licensed Marks”), in each jurisdiction where the Material Marks or Exclusively Licensed Marks have been used in connection with any material Company Products. No Company-Owned Intellectual Property Rights and, to the knowledge of Sellers, no material Company Intellectual Property Rights lic...
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.
Intellectual Property and Data Privacy. (a) Section 4.14(a) of the Company Disclosure Letter sets forth a complete and accurate list (in all material respects) of all material U.S. and foreign: (i) patents and patent applications, (ii) trademark registrations and applications, (iii) copyright registrations and (iv) material domain names, in each case, included in the Company IP. Each of the items on Section 4.14(a) of the Company Disclosure Letter is subsisting and, to the Knowledge of the Company, valid and enforceable, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
