Intellectual Property and IT. 11.1 The Disclosure Letter contains details of all the Intellectual Property rights, (the “IP”) in respect of which each Group Company is the registered owner or applicant for registration.
11.2 The Group Companies own or are licensed (the terms of which are disclosed in the Disclosure Letter) to use all IT Systems used by them in the operation of the business of the Group and no Group Company has breached the terms of any licence and no notices of breach or termination have been served on or by any Group Company in respect of any licence.
11.3 During the last three years, the IT Systems have not failed to function in a way that has had a Material Adverse Effect on the business of the Group.
11.4 Other than with respect to software and network equipment, the Group Companies own the IT Systems free and clear of any Encumbrances.
11.5 The Company is the ‘WHOIS’ registrant of the Domain Names, and owns the copyright and other Intellectual Property shown on the website which is accessed at those domain names.
11.6 No member of the Vendor’s Group currently uses any IP nor any of the names or words “Flexible Lamps”, “FL” or “Rubbolite” or any names or words similar to or likely to be confused with them (the “Restricted Names”) or any mxxx, style or logo similar to or likely to be confused with them in any manner which is likely to or may result in confusion between or other association with the business, goods, services or other activities of any Group Company including by using any or all of the Restricted Names as part of a corporate name, trade name or otherwise.
Intellectual Property and IT. 10.8.1 All application fees, renewal fees and other charges required to be paid for the continuance of all Intellectual Property Rights being registered in the name of an Acquired Company, or for which such registration is pending, or for the maintenance or renewal of such registrations or otherwise in connection with such registrations or applications for registrations have been duly paid. Schedule 10.8.1 contains a complete list of Intellectual Property Rights registered in the name of an Acquired Company, or for which such registration is pending.
10.8.2 Except as disclosed in Schedule 10.8.2, the Acquired Companies own and have full title to all Intellectual Property Rights referred to in Clause 10.8.1 as well as to all other material Intellectual Property Rights, whether registered or not, and all pending applications therefore, acquired by, or generated, created or otherwise arisen in connection with the business of, the Acquired Companies (collectively “Owned Intellectual Property Rights”).
10.8.3 None of the Owned Intellectual Property Rights is subject to or otherwise affected by any license or authority in favor of another or any Encumbrance, nor is there any agreement, arrangement or commitment to give or create any of the foregoing, and, to Seller’s Knowledge, no person has claimed to be entitled to any of the foregoing.
10.8.4 All Owned Intellectual Property Rights are valid and enforceable.
10.8.5 To Seller’s Knowledge, none of the Owned Intellectual Property Rights is being infringed, attacked or opposed by any person.
10.8.6 To Seller’s Knowledge, there is no and has not been any misuse by the Acquired Companies of any confidential or proprietary industrial or commercial information or techniques of any person nor of any other know-how of any person.
10.8.7 To Seller’s Knowledge, none of the Intellectual Property Rights used in the business of the Acquired Companies is infringing or has been alleged to infringe any Intellectual Property Rights of any person.
10.8.8 No claims have been made nor, to Seller’s Knowledge, are any claims threatened, which, if pursued or granted, might be material to the correctness of Seller’s Warranties in Clauses 10.8.4 through 10.8.7.
10.8.9 To Seller’s Knowledge, no confidential or proprietary industrial or commercial information or techniques of the Acquired Companies nor any other know-how of any Acquired Company has been disclosed to any person except in the ordinary course of business and subject to custo...
Intellectual Property and IT. Ownership and Licensing
10.1 The Data Room contains accurate details of all registered Owned Business IP (including applications for registration). A Group Company is the sole legal and beneficial owner of all Owned Business IP. All fees due and payable for the maintenance of all registered Owned Business IP have been paid.
10.2 Copies of all material Licences-Out and Licences-In (other than off the shelf licences) are contained in the Data Room. No Group Company has received written notice in the twelve (12) months preceding the date of this Agreement that it is in breach of any material obligation of any Licence-Out or Licence-In and nor, so far as the Sellers are aware, is any other party to any Licence-Out or Licence-In in breach of any material obligation of any Licence-Out or Licence-In. No written notice has been given or received by a Group Company to terminate any Licence-Out or Licence-In in the twelve (12) months preceding the date of this Agreement.
10.3 The Group Companies either legally and beneficially own, or are validly licensed to use, all Intellectual Property Rights which are required to carry on the InfraCo Business as at the date of this Agreement.
Intellectual Property and IT. (A) SPECIFIED IP RIGHTS. Schedule 3.11(A) sets forth a list of all patents, patent applications, trademarks (whether registered or not), trademark applications, trade names, copyrights, patent or know-how licenses (wherein a Seller is either licensee or licensor) used in the ordinary course of the Mass Markets Business (the "Specified IP Rights").
(B) IT SPECIFIED ASSETS. Schedule 3.11(B) sets forth a list of all hardware, software, systems, licenses, agreements and other information technology assets used in the ordinary course of the Mass Markets Business (the "IT Specified Assets").
Intellectual Property and IT. (a) The Company owns or uses pursuant to binding licence agreements all IP Rights necessary to conduct its Business as presently conducted.
(b) All filings of appropriate documents and certificates and payments of application, registration, maintenance and renewal fees required to ensure the proper on-going protection of the registered IP Rights, and all other steps necessary to apply for, maintain and protect such registered IP Rights have been accomplished.
(c) The Company’s activities do not infringe the IP Rights of any Third Party (and the Company has not received any warnings, claims or notices (whether written or unwritten) alleging such infringement or misuse) and the Company has not received any request or notice from a Third Party that a licence is required for the use of any owned IP Right or the Company’s activities).
(d) The Company is not obliged by Law or by contract (including by open source licences) to grant any licence, assignment, Lien, consent, undertaking or other right in respect of any owned IP Rights or agreed to any restriction on use or disclosure obligation or entered into any co-existence agreement in respect of the owned IP rights.
(e) The Sellers are not aware of any unauthorised use by any Person of any IP Rights of the Company.
(f) No current or former employees of the Company has any right to the IP Rights owned by the Company.
(g) All the information technology (including all computer systems, communications systems, software and hardware) necessary for the operation of the Company as at the date of this Agreement (“IT Systems”) is legally and beneficially owned by, or licensed to, the Company, and all of these are in reasonable working order and: (a) there has been no security breach affecting, or unauthorised access to, the IT Systems; (b) the IT Systems have operated without material disruption as a result of (i) any programme which contains malicious code or infiltrates or damages a computer system without the owner’s informed consent or is designed to do so; or (ii) any defect in the IT Systems.
(h) The present capacity of such information technology is sufficient in order to satisfy the requirements of the business of the Company.
(i) The Company has not entered into any agreement or arrangement permitting the use or exploitation of any of the IT Systems by any Third Party.
Intellectual Property and IT. Except as would not, individually or in the aggregate, reasonably be expected to be material to CorpAcq Holdco and its Significant Subsidiaries, taken as a whole:
(a) Schedule 5.19(a) of the CorpAcq Schedules lists each item of material Owned Intellectual Property as of the date of this Agreement and that is the subject of an application or registration with any Governmental Authority and material to CorpAcq Holdco and its Significant Subsidiaries. Each item of Intellectual Property required to be listed on Schedule 5.19(a) of the CorpAcq Schedules is subsisting and, if registered or issued, to the knowledge of the CorpAcq Parties, valid and enforceable. CorpAcq Holdco or one of its Significant Subsidiaries (i) solely and exclusively owns all material Owned Intellectual Property, and (ii) to the knowledge of the CorpAcq Parties, has the right to use all other material Intellectual Property used by CorpAcq Holdco or any of its Significant Subsidiaries in the operation of the business of CorpAcq Holdco and its Significant Subsidiaries as presently conducted (the “Licensed Intellectual Property”), in each case of (i) and (ii) free and clear of all Liens (except Permitted Liens). To the knowledge of the CorpAcq Parties, the Owned Intellectual Property and the Licensed Intellectual Property (when used within the scope of the applicable license) constitute all of the material Intellectual Property reasonably necessary for the conduct and operation of the business of CorpAcq Holdco and its Significant Subsidiaries as currently conducted (provided that the foregoing and the first sentence of clause (d) below shall not be construed to be a representation as to the non-infringement, misappropriation, or other violation of any third-party Intellectual Property).
(i) To the knowledge of the CorpAcq Parties, as of the date of this Agreement, the conduct and operation of the business of CorpAcq Holdco and its Significant Subsidiaries is not infringing upon, misappropriating or otherwise violating any Intellectual Property rights of any Person in any material respect, and have not, since January 1, 2022 infringed upon, misappropriated or otherwise violated any Intellectual Property rights of any Person in any material respect, (ii) to the knowledge of the CorpAcq Parties, as of the date of this Agreement, no third party is currently infringing upon, misappropriating or otherwise violating any Owned Intellectual Property in any material respect, and no third party has, si...
Intellectual Property and IT. (a) IP Rights. Schedule 3.9(A) sets forth a list of all patents, patent applications, trademarks (whether registered or not), trademark applications, trade names, copyrights, patent or know-how licenses (wherein Seller is either licensee or licensor) or other intellectual property rights exclusively used in the ordinary course of the Business (the "Specified IP Rights").
Intellectual Property and IT. 9.5.1 The Group Companies own or validly license the Group Companies’ Intellectual Property listed in Appendix 9.5.1 (the “Group Companies’ Intellectual Property”) free and clear of any Encumbrances and such Group Companies’ Intellectual Property include all essential of the Intellectual Property rights used in the ordinary conduct of the business as currently conducted. The Group Companies have all relevant rights to the Group Companies’ Intellectual Property that is material to the businesses of the Group Companies, either in the form of ownership or licenses, and, as far as the Sellers are aware, no person infringes the owned Group Companies’ Intellectual Property.
9.5.2 Any Intellectual Property created, produced or developed by the Group Companies’ employees, consultants, officers, directors, agents, subcontractors and all other persons involved in such production or development for any of the Group Companies, which is relevant for and used in the Group Companies’ Ordinary Course, have been transferred in full to a Group Company, which exclusively owns all rights to, title to and interest in such Intellectual Property and there are no outstanding or, as far as the Sellers’ are aware, threatened claims from employees, consultants, officers, directors, agents, subcontractors or other persons in relation to such Intellectual Property.
9.5.3 The relevant Group Company has sole possession of the source code to any developed software with the exception of the licensed software listed in Appendix 9.5.1, and has not granted any rights whatsoever in or over, nor has there been any disclosure of, the source code to any Person, except for source code in escrow as fairly disclosed in the Data Room.
9.5.4 The use of the Group Companies’ Intellectual Property listed in Appendix 9.5.1 rights does not require any royalty payment obligations for any of the Group Companies.
Intellectual Property and IT. 10.4.1 The Intellectual Property of the Group registered or subject to application for registration are subsisting, valid, enforceable and not withdrawn or cancelled. All application fees and renewal fees for such Intellectual Property have been paid in full and the registrations and applications are in all other respects being maintained and handled in accordance with deadlines set out by authorities.
10.4.2 There is no license, covenant or other agreement pursuant to which any Group Company has assigned, transferred, licensed, distributed or otherwise granted any right or access to any person, or undertaken not to assert any right, with respect to any past or existing Intellectual Property of the Group, except for licenses granted to customers in the Group Companies Ordinary Course and except for source code in escrow as fairly disclosed in the Data Room.
10.4.3 As far as the Sellers are aware, there have been no, and there is no, infringement by a Group Company of any third party Intellectual Property, or, as far as the Sellers are aware, there is no infringement by any Person of any Group Companies’ Intellectual Property used by a Group Company or necessary for the Group’s business, or any agreement relating thereto, and, as far as the Sellers are aware, no such infringement is threatened or expected, except as fairly disclosed as such in the Data Room.
10.4.4 The IT systems, computer equipment and the computer software programs used by the Group Companies are their unencumbered property or are properly used under a license, or such services are purchased from well-established data-processing enterprises. During the twelve (12) months period preceding the date of this Agreement there has been no failure or breakdown of such IT systems, computer equipment and the computer software programs that has caused any material disruption to the Group’s business, except as disclosed in the Data Room. All such IT systems, computer equipment and the computer software programs is supported by reasonably adequate maintenance and support services.
10.4.5 The Group Companies have in place reasonably adequate procedures to prevent unauthorised access to, the introduction of viruses into, and the taking and storing on-site and off-site of back-up copies of the software and data used in the Group’s business and the Group Companies are in the Ordinary Course able to obtain access to any of its data or information without undue delay upon request.
Intellectual Property and IT. The parties shall comply with their obligations set out in Schedule 11 in respect of the use of IPR, Information Technology and/or IT Systems by the Seller Group, the Purchaser Group and the Acquired Businesses on and after Closing.
