Intellectual Property and IT Assets. Except for such matters as would not, individually or in the aggregate, reasonably be expected to result in a US Airways Material Adverse Effect:
(i) All Patents, patent applications, Trademark and Copyright registrations and applications for registration, and internet domain name registrations claimed to be owned by US Airways or its Subsidiaries are owned exclusively by US Airways or such Subsidiaries and are subsisting and, to US Airways’ Knowledge, valid and enforceable.
(ii) Except as set forth in Section 3.2(p)(ii) of the US Airways Disclosure Letter, US Airways and/or each of its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property necessary to conduct the business of US Airways and its Subsidiaries as currently conducted, all of which rights shall in all material respects survive unchanged the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereunder.
(iii) Except as set forth in Section 3.2(p)(iii) of the US Airways Disclosure Letter, the conduct of the business as currently conducted by US Airways and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third Person and in the three (3) year period immediately preceding the date of this Agreement, there has been no such claim, action or proceeding asserted, or to US Airways’ Knowledge threatened against US Airways or its Subsidiaries or any indemnitees thereof. Except as set forth in Section 3.2(p)(iii) of the US Airways Disclosure Letter, there is no claim, action or proceeding asserted, or to US Airways’ Knowledge threatened, against US Airways or its Subsidiaries or any indemnitees thereof concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Intellectual Property claimed to be owned or held by US Airways or its Subsidiaries or used or alleged to be used in the business of US Airways or its Subsidiaries.
(iv) Except as set forth in Section 3.2(p)(iv) of the US Airways Disclosure Letter, to US Airways’ Knowledge, no third Person has, in the three (3) year period immediately preceding the date of this Agreement, infringed, misappropriated or otherwise violated the Intellectual Property rights of US Airways or its Subsidiaries. Except as set forth in Section 3.2(p)(iv) of the US Airways Disclosure Letter, there are no claims, actions or proceeding...
Intellectual Property and IT Assets. (a) Parent and its Subsidiaries own or have the right to use all Intellectual Property used in or necessary for the operation of the businesses of each of Parent and its Subsidiaries as presently conducted (collectively, the “Parent Intellectual Property”) free and clear of all Encumbrances except for Permitted Encumbrances, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) The use of the Parent Intellectual Property owned by Parent and its Subsidiaries and the operation of the business of each of Parent and its Subsidiaries as presently conducted do not infringe, misappropriate or otherwise violate any Intellectual Property of any other Person, except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no pending suits, actions, claims, proceedings or investigations nor has Parent or any of its Subsidiaries received any claim, “cease and desist” letter, or like correspondence from any third party alleging that Parent or any of its Subsidiaries is infringing, misappropriating, or otherwise violating any Intellectual Property of a third party, except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, no third party is infringing on the Parent Intellectual Property, except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) Parent and its Subsidiaries have taken commercially reasonable measures designed to maintain and protect Parent Intellectual Property, including the confidentiality of trade secrets and other confidential information used in the businesses of each of Parent and its Subsidiaries as presently conducted, except where failure to do so would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent or its Subsidiaries own or have a right to use all Parent IT Assets that are currently used in the conduct of its businesses; (ii) such Parent IT Assets are sufficient for the current needs of the businesses of Parent and its Subsidiaries; and (iii) such Parent IT Assets have not malfunctioned or failed wit...
Intellectual Property and IT Assets. (A) Any grant or license by the Target Companies to another Person of any right to or under material Intellectual Property or material IT Assets that are owned by the Target Companies, excluding any confidentiality agreements or other agreements the main purpose of which is not to grant or license Intellectual Property; and (B) any grant or license by another Person to any of the Target Companies of any right to or under any third Person's Intellectual Property or IT Assets that are material to the conduct of the Target Companies' business, excluding any Contract with an annual license fee of less than $1,000,000;
Intellectual Property and IT Assets. (a) Schedule 3.12(a) sets forth a true and complete list of all (i) Transferred IP Assets that are any of the following: (A) material Computer Software; (B) Trademarks which are the names of products and services; and (C) the subject of an application or registration with the United States Patent and Trademark Office, the United States Copyright Office or any other authority in the United States, or an Internet register (each, an “Intellectual Property Office”), identifying each as a Patent, Trademark, Copyright, Computer Software, or otherwise, and specifying for each its title or subject matter, application or registration number, filing date, issue date, owner, but for Internet domain names specifying for each its registrant and administrative contact names, addresses and other contact information, the administering register, registration date, expiration date, and whether it is active (i.e., hosting a website); (ii) Transferred IT Hardware (identifying each item’s purpose and owner); (iii) Intellectual Property Contracts (identifying for each its title, the parties and date, provided that no breach shall be deemed to have occurred for inadvertent failure prior to the date of this Agreement to list any immaterial Intellectual Property Contract after having made reasonable efforts to do so notwithstanding any obligation to list pursuant to Section 3.13(l); (iv) IT Hardware Leases (identifying for each its title, the parties and date,); and (v) Excluded IP Assets (identifying for each the information for an asset or Contract, as applicable, consistent with the requirements set forth above in this Section 3.12(a)). Except as otherwise specifically identified in Schedule 3.12(a) or as the direct result of an Intellectual Property Office’s negligence, no item required to be listed on Schedule 3.12(a)(i) has lapsed, expired or been abandoned or cancelled, or is subject to any pending, or to the Knowledge of Sellers threatened, opposition, cancellation, interference, Intellectual Property Office public protest, domain name dispute or other proceeding before an Intellectual Property Office, and no item required to be identified on Schedule 3.12(a)(i)(C) requires that any maintenance fee be paid, affidavit of use be filed, or any other action required to maintain such item be taken within six (6) months immediately following the date of this Agreement. Except as otherwise specifically identified in Schedule 3.12(a)(vi), there is no claim asserted, or to the Know...
Intellectual Property and IT Assets. (a) Company Disclosure Schedule 3.30(a) sets forth a true, complete and correct list of all registered and, to Company’s Knowledge, unregistered material Company Intellectual Property owned by the Company or any of its Subsidiaries, including the jurisdictions in which each such Company Intellectual Property right has been issued or registered or in which any application for such issuance and registration has been filed.
(b) Company or its Subsidiaries own all right, title and interest in and to, or has a valid license or otherwise possess legally enforceable rights to use all Company Intellectual Property, free and clear of all Liens, royalty or other payment obligations (except for royalties or payments with respect to “off-the-shelf” Software at standard commercial rates).
(c) The Company Intellectual Property constitutes all of the Intellectual Property used or useful in or necessary to carry on the business of Company and its Subsidiaries as currently conducted. Company is the owner or licensee of all right, title and interest in and to each of the items of Company Intellectual Property, free and clear of all Liens, and has the right to use without payment to any other Person all of the Company Intellectual Property.
(d) The Company Intellectual Property owned by Company or its Subsidiaries is valid, subsisting and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither Company nor any of its Subsidiaries has received notice challenging the validity or enforceability of any such Company Intellectual Property.
(e) None of Company or any of its Subsidiaries is, nor will any of them be as a result of the execution and delivery of this Agreement or the performance by Company of its obligations hereunder, in violation of any material licenses, sublicenses and other agreements as to which Company or any of its Subsidiaries is a party and pursuant to which Company or any of its Subsidiaries is authorized to use any third-party patents, trademarks, service marks, copyrights, trade secrets or computer software, and neither Company nor any of its Subsidiaries has received notice challenging Company’s or any of its Subsidiaries’ license or legally enforceable right to use any such third-party intellectual property rights, and the consummation of the transactions contemplated hereby will not result in the loss or impairment of the right of Company or any of its Subsidiaries to own or use any material Company Intellectual Property.
(f)...
Intellectual Property and IT Assets. 3.9.1 SCHEDULE 3.9.1 sets forth as of the date hereof and as of the Closing (as Updated as of the Closing) a true and complete list of all Registered Transferred Owned Business Intellectual Property, indicating for each, as applicable, the owner, jurisdiction and registration number (or application number).
3.9.2 Sellers (i) own all right, title and interest in and to the Transferred Owned Business Intellectual Property, free and clear of all Encumbrances and (ii) have sufficient, valid and enforceable rights to use the Transferred Business Intellectual Property in connection with the operation of the Business, all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement.
3.9.3 The Transferred Owned Business Intellectual Property and, to Sellers' Knowledge, the Transferred Licensed Business Intellectual Property, are (i) subsisting, valid, and enforceable and have not been adjudged invalid or unenforceable in whole or in part, (ii) currently in compliance with all formal legal requirements necessary to maintain the validity and enforceability thereof, and (iii) not subject to any outstanding order, judgment, decree or Contract materially adversely affecting Sellers' use thereof or rights thereto.
3.9.4 The use of the Transferred Owned Business Intellectual Property and, to Sellers' Knowledge, the use of the Transferred Licensed Business Intellectual Property, in connection with the operation of the Business does not and has not for the past five (5) years infringed upon, misappropriated, diluted, violated or otherwise interfered or conflicted with the Intellectual Property Rights or rights of publicity or privacy of any third party. Except as listed on SCHEDULE 3.9.4 as of the date hereof and as of the Closing (as Updated as of the Closing), no actions, claims, proceedings or investigations are pending or have been asserted or threatened in writing provided to Sellers (or, to Sellers' Knowledge, otherwise asserted or threatened) against Sellers, and Sellers have not received any complaints, claims, notices or other communications, (i) alleging any of the foregoing, (ii) based upon, or challenging or seeking to deny or restrict, the use, licensing or transfer by Sellers of any of the Transferred Business Intellectual Property, or (iii) alleging that the Transferred Licensed Business Intellectual Property is being licensed or sublicensed in conflict with the terms of any Contract.
3.9.5 No opposition, cancel...
Intellectual Property and IT Assets. All Intellectual Property, including Copyrights, Patents, Trademarks and Trade Secrets (including all manufacturing know-how and standard operating procedures) owned in whole or in part by the Seller or any Retained Affiliate that is used or held for use primarily in the Business, including the Transferred Registered Intellectual Property, all clinical and pre-clinical data related to any of Carticel, Epicel and/or MACI and any other Intellectual Property identified on Schedule 2.1.3 (whether or not used or held for use primarily in the Business), but excluding IT Assets (collectively, together with all Intellectual Property owned in whole or in part by Genzyme Denmark, the “Transferred Intellectual Property”); all IT Assets owned by the Seller or any Retained Affiliate that are used or held for use exclusively in the Business, and in each case all documentation and tangible materials embodying or disclosing any of the foregoing;
Intellectual Property and IT Assets. (a) For the purposes of this Agreement, “Intellectual Property” means all inventions, discoveries, patents, patent applications, registered and unregistered trademarks and service marks and all goodwill associated therewith and symbolized thereby, trademark applications and service xxxx applications, registered Internet domain names, registered and unregistered copyrights (including without limitation databases and other compilations of information), confidential information, trade secrets and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists, computer software programs, and all other like intellectual property and proprietary rights.
Intellectual Property and IT Assets. (a) The Company or its Subsidiaries own all right, title, and interest to and in the Business IP free and clear of any Liens, except for Permitted Liens. Except as set forth in Section 3.14(a) of the Seller Disclosure Schedule, neither Seller, the Company nor any of the Company’s Subsidiaries has, during the three (3) years immediately prior to the date of this Agreement, received any written notice or claims challenging the Company’s or its Subsidiaries’ ownership of any Business IP, or the validity or enforceability of any Business IP.
(b) Section 3.14(b) of the Seller Disclosure Schedule sets forth a true and correct list, as of the date of this Agreement, of, to the extent applicable, (i) all Registered Intellectual Property included in the Business IP, (ii) the jurisdiction in which such item of Registered Intellectual Property has been registered or filed and the applicable application, registration, or serial or other similar identification number, and (iii) any other Person that has an ownership interest in such item of Registered Intellectual Property and the nature of such ownership interest.
(c) To the Knowledge of Seller, all Business IP is valid, subsisting, and enforceable to the extent such concepts are applicable. The Company and each of its Subsidiaries, as applicable, has made all required filings and payments and taken all other actions required to maintain each item of Business IP that is Registered Intellectual Property in full force and effect with the applicable registration authority (e.g., government intellectual property offices, etc.) by the applicable deadline and otherwise in accordance with all applicable Laws. Except as set forth in Section 3.14(c) of the Seller Disclosure Schedule, no interference, opposition, reissue, reexamination, or other proceeding is, or during the three (3) years immediately prior to the date of this Agreement, has been, pending or, to Seller’s Knowledge, threatened, in which the scope, validity, or enforceability of any Business IP is being, has been, or is reasonably expected to be contested or challenged. Except as set forth in Section 3.14(c) of the Seller Disclosure Schedule, to the Knowledge of Seller, no Trademark owned, used or applied for by the Company or its Subsidiaries and included in the 62587121_2 SV\1145690.24 Business IP infringes, misappropriates or violates any Trademark owned, used or applied for by any other Person. To Seller’s Knowledge, no event or circumstance (including a fail...
Intellectual Property and IT Assets. (a) Schedule 3.14(a) sets forth a true and complete list of:
(i) with respect to Owned Intellectual Property, (A) each IP-Registered Trademark and material unregistered Trademark; (B) each Patent; (C) each IP-Registered Copyright; and
