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.
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.
Intellectual Property and IT. Ownership and Licensing
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. 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:
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.
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Property of the Group registered or subject to application for registration are subsisting, valid, enforceable and not withdrawn or cancelled.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.
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.
Intellectual Property and IT. Part A : Intellectual Property
Intellectual Property and IT. 15.1 The IT Assets operate and perform in all material respects as required by the Target Group to conduct its business as conducted as at the date of this Deed. So far as the Seller is aware, no person has gained unauthorized access to or misused of any IT Assets or any data or other information stored on or processed by any IT Asset. The Target Group has implemented backup and disaster recovery technology consistent with reasonable industry practices. 15.2 The Target Group owns or has sufficient rights to use all material Intellectual Property Rights used in or necessary for its business as currently conducted. 15.3 All material Intellectual Property Rights that are owned by any member of the Target Group and registered with any Authority are subsisting, and as far as Seller is aware, valid and enforceable. 15.4 The conduct of the business of the Target Group has not infringed, misappropriated or otherwise violated any Intellectual Property Rights of any person, and has not resulted in, and as far as the Seller is aware is not reasonably likely to result in, material liability. 15.5 As far as Seller is aware, no person has infringed, misappropriated or otherwise violated any Intellectual Property Rights owned by the Target Group in a manner that has been, or is reasonably likely to be, material to the business of the Target Group. 15.6 Each person who is or was an employee or independent contractor of any member of the Target Group and involved in the development or creation of any material Intellectual Property Rights has signed a valid and enforceable agreement containing (i) an irrevocable present assignment to a member of the Target Group of all such Intellectual Property Rights, and (ii) appropriate confidentiality obligations.
