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) 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. (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) 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) 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) 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) 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”).
Intellectual Property and Data Privacy. (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a list of (i) all registrations and applications for the registration with a Governmental Authority of Intellectual Property owned by the Company (collectively, “Registered Intellectual Property”) and (ii) all domain names that are owned by the Company. All of the registrations and applications set forth on Section 3.14(a)(i) and Section 3.14(a)(ii) of the Company Disclosure Schedule are valid and in full force and effect, and have not been cancelled, expired, abandoned or otherwise terminated, and payment of all renewal and maintenance fees in respect thereof, and all filings related thereto, have been duly made. Except as set forth on Section 3.14(a)(iii) of the Company Disclosure Schedule, the Company owns and possesses all right, title and interest in and to each item of Intellectual Property owned by the Company, and has the valid and enforceable right to use all other material Intellectual Property used in, held for use in, or necessary for the Company’s Business as currently conducted, in each case free and clear of all Liens, except Permitted Liens. Except as set forth on Section 3.14(a)(iv) of the Company Disclosure Schedule, there are no annuities, payments, fees, responses to office actions or other filings required to be made and having a due date with respect to any Registered Intellectual Property or domain names within ninety (90) days after the date of this Agreement.
Intellectual Property and Data Privacy. (a) Schedule 3.16(a) sets forth a list of all (i) registrations and applications for registration of Owned Intellectual Property (“Company Registered Intellectual Property”) including, for each item listed, the record owner, jurisdiction, and issuance, registration, or application number and date, as applicable, of such item and (ii) material Company Software. All registrations set forth on Schedule 3.16(a) are valid and in force, and enforceable, and all applications set forth on Schedule 3.16(a) are pending and in good standing.
Intellectual Property and Data Privacy. (a) Section 3.17(a) of the Disclosure Schedule identifies, as of the date hereof, (i) all material Intellectual Property that is owned by a third party and licensed to a Company Entity and (ii) all material Intellectual Property that is (y) owned by the Company Entities and (z) subject to an application or registration (by name, owner and, where applicable, registration or application number and jurisdiction). The Company Entities, as applicable, are the exclusive owners of all Registered IP, free and clear of all Liens, other than Permitted Liens. The Registered IP is subsisting and to the extent issued or granted is, to the Knowledge of the Seller, valid or enforceable. No action, suit, or proceeding is pending or, to the Knowledge of the Seller, threatened, in which the scope, validity or enforceability of any material Company Intellectual Property (excluding ordinary course prosecution before an applicable Governmental Entity of pending Registered IP) is being or could reasonably be expected to be, in the case of any threatened action, successfully contested or challenged.
