Intellectual Property and IT Security Sample Clauses

Intellectual Property and IT Security. (a) Section 5.20(a) of the Company Disclosure Letter lists all Owned Intellectual Property for which applications have been filed or registrations have been obtained, whether in the United States or internationally as of the date of this Agreement (“Registered Intellectual Property”). Each item of material Registered Intellectual Property is subsisting and unexpired, and, to the knowledge of the Company, valid and enforceable and has not been abandoned, canceled or otherwise terminated. The Company or one of its Subsidiaries (i) solely and exclusively owns all Owned Intellectual Property free and clear of any Liens other than Permitted Liens and (ii) has the right to use all other material Intellectual Property used in the operation of the business of the Company and its Subsidiaries, as presently conducted (provided, however, that the foregoing shall not be interpreted to be a representation regarding non-infringement). (b) The Company or one of its Subsidiaries has entered into Contracts or has an implied license or other right to use to use all material Intellectual Property other than Owned Intellectual Property that is used in the operation of the business of the Company and its Subsidiaries as currently conducted (the “Licensed Intellectual Property”); provided, however, that the foregoing shall not be interpreted to be a representation regarding non-infringement. (c) The Registered Intellectual Property, Owned Intellectual Property and the Licensed Intellectual Property (when used within the scope of the applicable license, right, or permission), constitutes all of the material Intellectual Property necessary for the Company and its Subsidiaries to conduct their respective business as currently conducted in all material respects (provided, however, that the foregoing shall not be interpreted to be a representation regarding non-infringement). (i) To the knowledge of the Company, the conduct and operation of the business of the Company and its Subsidiaries as currently conducted is not infringing upon, misappropriating or otherwise violating any material Intellectual Property rights of any Person, and have not infringed upon, misappropriated or otherwise violated any material Intellectual Property rights of any Person, at any time after December 31, 2019, (ii) to the knowledge of the Company, no third party is infringing upon, misappropriating or otherwise violating any material Owned Intellectual Property, (iii) the Company and its Subsidiaries have...

Intellectual Property and IT Security. (a) Schedule 4.19(a) sets forth a complete and correct list of all (i) registrations and applications for the registration thereof for the following that are included in the Owned Intellectual Property: (A) trademarks, (B) patents, (C) copyrights, and (D) internet domain names, specifying as to each item, as applicable, the owner(s) of record, jurisdiction of application or registration, the application or registration number and the date of application or registration (“Registered Intellectual Property”). Excluding any pending applications included in the Registered Intellectual Property, each item of material Registered Intellectual Property is subsisting, and, to the knowledge of the Company, valid and enforceable, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No loss or expiration of any material Owned Intellectual Property is threatened in writing, pending, or reasonably foreseeable by the Company or its Subsidiaries, except for expiration of patents and copyrights and non-renewal of trademarks and internet domain names at the end of their statutory or designated (in case of domain names) terms (and not as a result of any act or omission by the Company or any of its Subsidiaries, including failure by the Company or any of its Subsidiaries to pay any required maintenance fees) and except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company or a Subsidiary of the Company (i) solely owns all right, title and interest in and to the Owned Intellectual Property and (ii) has the right to use pursuant to a written, and to the knowledge of the Company, valid, license all other Intellectual Property used in or necessary for the operation of the business of the Company, as presently conducted (“Licensed Intellectual Property”), in each case, free and clear of all Liens other than Permitted Liens and except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) There is not, and since January 1, 2020, there has not been any Action pending, received in writing or threatened in writing, against the Company or any of its Subsidiaries with respect to any Intellectual Property, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No Person has notified the Company or any of its Subsidiaries in ...

Intellectual Property and IT Security. (a) Schedule III.17(a) lists all Intellectual Property Registrations included in the Owned Intellectual Property as of the date of this Agreement. There is no Action pending or, to the Knowledge of the Company, threatened in writing, challenging the validity, enforceability, ownership, registration or use of any Intellectual Property Registrations. (b) Except as set forth in Schedule III.17(b), each Company Entity (i) is the sole, exclusive owner of all right, title and interest in and to its respective Intellectual Property Registrations, and (ii) either owns or has the right to use all other Intellectual Property that is material to the conduct of its respective business as currently conducted, free and clear of any Liens other than Permitted Liens. All Persons who have participated in the invention, creation or development of any material Intellectual Property for such Company Entity has executed and delivered to such Company Entity, a valid and enforceable written agreement (i) providing for the nondisclosure by such Person of any confidential information of any Company Entity and (ii) providing for the present assignment by such Person to such Company Entity of all right title and interest in all Intellectual Property arising out of such Person’s employment by, engagement by or contract with such Company Entity, except where ownership of such Intellectual Property would vest in such Company Entity by operation of law. No Governmental Authority or academic institution owns or retains any rights in or to any material Owned Intellectual Property. (c) The execution, delivery and performance by the Company of this Agreement and the Transaction Agreements to which it is or will be a party and the consummation by the Company of the transactions contemplated hereby and thereby will not result in the loss, termination or impairment of any right of, in or to any Intellectual Property, except as would not be material to any Company Entity, taken as a whole. (d) (i) The conduct of the business of each Company Entity as currently conducted is not infringing upon, misappropriating or otherwise violating any Intellectual Property rights of any third party, and has not infringed upon, misappropriated or otherwise violated any Intellectual Property rights of any third party since inception; (ii) to the Knowledge of the Company, no third party is infringing upon, misappropriating or otherwise violating any material Intellectual Property; and (iii) no Company Entity has...

Intellectual Property and IT Security. (a) Schedule 4.21(a) sets forth a complete and correct list of all (i) registrations or applications for the following that are included in the Owned Intellectual Property: (A) trademarks, (B) patents, (C) copyrights, and (D) internet domain names, specifying as to each item, as applicable, the owner(s) of record, jurisdiction of application or registration, the application or registration number and the date of application or registration (“Registered Intellectual Property”). Excluding any pending applications included in the Registered Intellectual Property, each item of material Registered Intellectual Property is subsisting, valid and, to the knowledge of Company, enforceable. A Company Party (i) solely and exclusively owns all right, title and interest in and to the Owned Intellectual Property and (ii) has the right to use pursuant to a written license all other Intellectual Property used in or necessary for the operation of the respective businesses of the Company Group, as presently conducted (“Licensed Intellectual Property”), in each case, free and clear of all Liens other than Permitted Liens. (b) To the knowledge of the Company, neither the execution of this Agreement nor the consummation of the Transactions will result in: (i) the loss or impairment of the Company Group’s right to own or use any of its material Company Party Intellectual Property, or (ii) the payment of any additional consideration for the Company Group’s right to own or use any of its Company Party Intellectual Property. (c) There is not, and there has not in the last three years been, any Action pending, threatened or received in writing, by the Company Group with respect to Intellectual Property, except as would not be expected to be material to the Company Group. To the knowledge of the Company, neither the Company Group nor the conduct of its respective businesses infringes, misappropriates or otherwise violates, or has, in the past three years, infringed, misappropriated or otherwise violated, any Intellectual Property of any third party. To the knowledge of the Company, no third party is currently infringing, misappropriating, diluting or otherwise violating, or has, in the last three years, infringed, misappropriated, diluted or otherwise violated, any of the Owned Intellectual Property, except as would not be expected to be material to the Company Group. (d) The Company Group has taken commercially reasonable steps under the circumstances to maintain, preserve, and pro...

Intellectual Property and IT Security. (a) ‎Section 4.20 of the Company Disclosure Schedule sets forth a true, complete and correct list of all registrations or applications for the following that are included in the Owned Intellectual Property: (i) trademarks, (ii) patents, (iii) copyrights, and (iv) internet domain names, specifying as to each item, as applicable, the name of the applicant/registrant and current owner(s) of record, the jurisdiction of the application or registration, the application or registration number and the date of application or registration (“Registered Intellectual Property”). None of the material Registered Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and, to the knowledge of Covalto, each item of material Registered Intellectual Property is subsisting, and, to the knowledge of Covalto, valid and enforceable. A member of the Company Group has paid all registration, maintenance and renewal fees and, to the knowledge of Covalto, has made all filings required to maintain their respective ownership of, and the validity and enforceability of, the Registered Intellectual Property.

Intellectual Property and IT Security. (a) Schedule 4.19(a) of the Company Disclosure Schedules accurately lists all Intellectual Property Registrations as of the date of this Agreement. There is no Action pending, or, to the Knowledge of the Company, threatened challenging the validity, enforceability, ownership, registration, or use of any Intellectual Property Registrations. (b) Except as set forth in Schedule 4.19(b) of the Company Disclosure Schedules, the Company or its applicable Subsidiary (i) is the sole, exclusive owner of all right, title, and interest in and to all Owned Intellectual Property, (ii) either owns or has the right to use all other Intellectual Property that is used in or necessary for the conduct of their respective businesses as currently conducted, free and clear of any Liens other than Permitted Liens, in each case, except as would not be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, have a material and adverse effect on the Company and its Subsidiaries, taken as a whole, all Persons who have participated in the creation or development of any material Intellectual Property for the Company or its Subsidiaries have executed and delivered to the Company or its Subsidiary, a written agreement (i) providing for the non-disclosure by such Person of any confidential information of the Company and its Subsidiaries and (ii) providing for the present assignment by such Person to the Company or its Subsidiary of any Intellectual Property arising out of such Person’s employment by, engagement by or Contract with the Company or a Subsidiary, except where such Intellectual Property would vest in the Company or its Subsidiary by operation of law. There are no currently pending or, to the Knowledge of the Company, threatened claims, from any Persons who have participated in the creation or development of any material Intellectual Property for the Company or its Subsidiaries for compensation or remuneration for inventions or copyright works created or invented by any such Person or any similar claim, including under the Israeli Patents Law, 1967. No Governmental Authority or academic institution owns any rights in or to any material Owned Intellectual Property, nor was any Owned Intellectual Property developed with any grant, incentive, subsidy, award, loan, participation, exemption, cost sharing arrangement, reimbursement arrangement specifically provided to the Company by the...

Intellectual Property and IT Security. (a) Section 5.19(a) of the Disclosure Schedules lists each item of material Intellectual Property owned or purported to be owned by S1 Holdco or any System1 Subsidiary as of the date of this Agreement and that is the subject of an application or registration with any Governmental Authority or Internet domain name registrar, including the record owner of each such item. Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries taken as a whole, each item of Intellectual Property required to be listed on Section 5.19(a) of the Disclosure Schedules (collectively, the “System1 Disclosure Scheduled Intellectual Property”) is subsisting and unexpired and, to the knowledge of S1 Holdco, valid and enforceable. Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, all necessary registration, maintenance, renewal, and other relevant filing fees with a final due date as of the date hereof have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining all System1 Disclosure Scheduled Intellectual Property in full force and effect. Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, S1 Holdco or one of the System1 Subsidiaries (x) solely and exclusively owns all System1 Owned Intellectual Property, free and clear of all Liens (except Permitted Liens), and (y) has valid rights to use all other Intellectual Property used, practiced, or held for use or practice by S1 Holdco or any System1 Subsidiary in the operation of the business of S1 Holdco and the System1 Subsidiaries as presently conducted (the “System1 Licensed Intellectual Property”). Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, the System1 Owned Intellectual Property and the System1 Licensed Intellectual Property (when used within the scope of the applicable license) constitute all of the Intellectual Property reasonably necessary and sufficient to enable S1 Holdco and the System1 Subsidiaries to conduct the business as currently conducted (provided that t...

Intellectual Property and IT Security. (a) Schedule 4.21(a) sets forth a complete and correct list of all registrations or applications for the following that are included in the Blade Intellectual Property: (A) trademarks, (B) patents, (C) copyrights, and (D) internet domain names, specifying as to each item, as applicable, the owner(s) of record, jurisdiction of application or registration, the application or registration number and the date of application or registration (“Registered Intellectual Property”). Excluding any pending applications included in the Registered Intellectual Property, each item of material Registered Intellectual Property is subsisting, valid and, to the knowledge of Blade, enforceable. To the knowledge of Blade, pending applications in the Registered Intellectual Property are subsisting and seek valid and enforceable Intellectual Property. Blade or one of its Subsidiaries (i) solely and exclusively owns all right, title and interest in and to the Owned Intellectual Property and (ii) to the knowledge of Blade, has the contractual right to use pursuant to a valid and enforceable written license all other Intellectual Property used in or necessary for the operation of the respective businesses of Blade and its Subsidiaries, as presently conducted (“Licensed Intellectual Property”), in each case, free and clear of all Liens other than Permitted Liens. (b) To the knowledge of Blade, neither the execution of this Agreement nor the consummation of the Transactions will result in: (i) the loss or impairment of Blade’s or its Subsidiaries’ right to own or use any of its material Blade Intellectual Property, or (ii) the payment of any additional consideration for Blade’s or its Subsidiaries’ right to own or use any of the Blade Intellectual Property. (c) There is not, and there has not in the last six (6) years been, any Action pending, threatened or received in writing, by Blade or its Subsidiaries with respect to Blade Intellectual Property, except as would not be expected to be material to Blade or its Subsidiaries. To the knowledge of Blade, neither Blade, nor any of its Subsidiaries nor the conduct of their respective businesses as presently conducted, infringes, misappropriates or otherwise violates, or has, in the past six (6) years, infringed, misappropriated or otherwise violated, any Intellectual Property of any third party. To the knowledge of Blade, no third party is currently infringing, misappropriating, diluting or otherwise violating, or has, in the last six (6...

Intellectual Property and IT Security