Intellectual Property and IT Systems Sample Clauses

Intellectual Property and IT Systems. (a) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Seller and each Purchased Subsidiary owns, controls, or otherwise possesses sufficient rights to use, free and clear of all Encumbrances (other than Permitted Encumbrances) all Intellectual Property necessary for the conduct of its business in substantially the same manner as conducted as of the date hereof; and (ii) all Intellectual Property owned by Sellers that is necessary for the conduct of the business of Sellers and each Purchased Subsidiary as conducted as of the date hereof is subsisting and in full force and effect, has not been adjudged invalid or unenforceable, has not been abandoned or allowed to lapse, in whole or in part, and to the Knowledge of Sellers, is valid and enforceable. (b) Except as would not reasonably be expected to have a Material Adverse Effect, all necessary registration, maintenance and renewal fees in connection with the Intellectual Property owned by Sellers have been paid and all necessary documents and certificates in connection with such Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or applicable foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining or renewing such Intellectual Property. (c) Except as would not reasonably be expected to have a Material Adverse Effect, no Intellectual Property owned by Sellers is the subject of any licensing or franchising Contract that prohibits or materially restricts the conduct of business as presently conducted by any Seller or Purchased Subsidiary or the transfer of such Intellectual Property. (d) Except as would not reasonably be expected to have a Material Adverse Effect: (i) the Intellectual Property or the conduct of Sellers’ and the Purchased Subsidiaries’ businesses does not infringe, misappropriate, dilute, or otherwise violate or conflict with the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any Person; (ii) to the Knowledge of Sellers, no other Person is now infringing or in conflict with any Intellectual Property owned by Sellers or Sellers’ rights thereunder; and (iii) no Seller or any Purchased Subsidiary has received any written notice that it is violating or has violated the trademarks, patents, copyrights, inventions, trade se...
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Intellectual Property and IT Systems. All the Seller’s and its Affiliates’ right, title and interest in, to and under the Owned Intellectual Property which is used solely in connection with the Business, IT Systems which are used solely in connection with the Business, the Transferred IP Agreements, copies and tangible embodiments thereof in whatever form or medium, and all rights to sxx and recover damages for past, present and future infringement, dilution, misappropriation, violation, unlawful imitation or breach thereof;
Sample 1
Intellectual Property and IT Systems. (a) The Seller or its Affiliates own or have a valid and legally enforceable right to use all Intellectual Property used in the conduct of the Business as currently conducted and as conducted during the past six months (the “Business Intellectual Property”). The Seller and its Affiliates do not license, sell or distribute any Business Intellectual Property to third parties. Sections 3.10(b)(i)-(iv) of the Disclosure Schedule contains information as described below with respect to the following Intellectual Property: registered and material unregistered trademarks; registered or pending applications for patents; registered or pending applications for copyrights; registered domain names and material IT Systems. (b) Section 3.10(b)(i) of the Disclosure Schedule sets forth a true and correct list of Owned Intellectual Property which is used exclusively in the Business as currently conducted and as conducted during the past six months. Section 3.10(b)(ii) of the Disclosure Schedule sets forth a true and correct list of material Owned Intellectual Property which is used non-exclusively in the Business as currently conducted and as conducted during the past six months. Section 3.10(b)(iii) of the Disclosure Schedule sets forth a true and correct list of all Licensed Intellectual Property which is exclusively used in the Business as currently conducted and as conducted during the past six months. Section 3.10(b)(iv) of the Disclosure Schedule sets forth a true and correct list of all Licensed Intellectual Property which is used non-exclusively in the Business as currently conducted and as conducted during the past six months. Each of said sections of the Disclosure Schedule also sets forth (A) the specific entity (the Seller or one of its Affiliates) which owns or is the stated licensee (or rights holder) of the Business Intellectual Property, and (B) the jurisdictions in which each such item of Owned Intellectual Property has been issued or registered or in which an application for such issuance and registration has been filed (including the respective registration or application numbers). No Owned Intellectual Property that is or has been the subject of an application or registration has had such application or registration canceled, abandoned, adjudicated invalid, or otherwise terminated; and all renewal and maintenance fees in respect of the applicable Owned Intellectual Property have been duly paid. The Seller and its Affiliates have taken all reasonable meas...
Sample 1
Intellectual Property and IT Systems. (a) Schedule 4.9(a)(i) of the Companies’ Disclosure Letter lists the Material Intellectual Property that, as of the date hereof, is owned by a Group Company or included among the Canadian Assets and used by Seller or a Group Company in the conduct of the Traditional Business; Schedule 4.9(a)(ii) of the Companies’ Disclosure Letter lists all registered Intellectual Property that, as of the date hereof, is owned by a Group Company or Seller and used by Seller or a Group Company in the conduct of the Traditional Business; Schedule 4.9(a)(iii) of the Companies’ Disclosure Letter lists the Material Intellectual Property that, as of the date hereof, is licensed by any Group Company or Seller from a third party and used in the conduct of the Traditional Business; and Schedule 4.9(a)(iv) of the Companies’ Disclosure Letter lists the Material Intellectual Property that, as of the date hereof, is used in the conduct of the Traditional Business and is licensed by any Group Company or Seller to a third party. (b) With respect to each item of owned Material Intellectual Property listed on Schedule 4.9(a)(i) of the Companies’ Disclosure Letter that is registered, a Group Company or, in the case of such property included among the Canadian Assets, Seller is the owner of the entire right, title and interest in and to that Intellectual Property and is entitled to use that Intellectual Property in the continued operation of the Traditional Business as presently conducted. All of the registrations, issuances and applications for that Intellectual Property are valid, in full force and effect, and have not expired or been cancelled, abandoned or otherwise terminated. (c) With respect to each item of Material Intellectual Property that is listed on Schedule 4.9(a)(ii) of the Companies’ Disclosure Letter, Seller or a Group Company holds that property pursuant to a valid license, and is entitled to use that Intellectual Property in the continued operation of the Traditional Business as presently conducted. (d) With respect to each item of Material Intellectual Property that is listed on Schedule 4.9(a)(iv) of the Companies’ Disclosure Letter, Seller or a Group Company is the owner of the entire right, title and interest in and to that Intellectual Property and the entitlement of a third party to use that Intellectual Property is pursuant to a valid license. (e) Except as set forth on Schedule 4.9(e), to the Knowledge of the Seller and the Group Companies: (i) Seller or a Group Co...
Sample 1
Intellectual Property and IT Systems. In this paragraph 6:
Sample 1
Intellectual Property and IT Systems. 23.1 Details of all registered trade marks, and any applications for registration therefor, which are legally and beneficially owned by a Group Member are set out in the Disclosure Letter. 23.2 Details of the domain names which are registered in the name of a Group Member are set out in the Disclosure Letter. 23.3 There are no registered trade marks, applications for registration thereof or domain names owned by the Retained Group which are exclusively or predominantly used in the business of the Group in the 12 months prior to the date of this agreement. 23.4 All renewal fees due as at the date of this agreement in respect of the rights disclosed pursuant to paragraphs 23.1 and 23.2 of this Schedule 7 have been paid. 23.5 Copies of all licences of Intellectual Property or know how granted to, or by, any Group Member which are material to the business of the Group taken as a whole are contained in the Data Room. 23.6 No Group Member has within the last two years received written notice of any breach or termination of any of the licences disclosed pursuant to paragraph 23.5 of this Schedule 7. 23.7 So far as the Seller is aware, no third party is infringing: (A) any Intellectual Property or rights in Business Information owned by any Group Member which is material to the business of the Group taken as a whole; or (B) any Intellectual Property or rights in Business Information to be assigned or licensed under clause 15 of this agreement which is used in any business of the Group and which is material to the business of the Group taken as a whole. 23.8 So far as the Seller is aware, the activities of the Group Members do not infringe the Intellectual Property of any third party where such infringement would adversely affect the business of the Group taken as a whole. 23.9 Save as in the ordinary course of business, to its employees or as otherwise required by applicable law, no Group Member or Retained Group Member has disclosed any Business Information or any Books and Records, which are material to the business of the Group taken as a whole, to any third party other than under an obligation of confidentiality. 23.10 The Intellectual Property (other than trade marks) and Business Information owned by the Group Members or which is to be assigned or licensed (assuming that such assignment is effected or such licence continues following Completion) to the Group Members pursuant to clause 15 of this agreement or the Transitional Services Agreement, the Intellect...
Sample 1
Intellectual Property and IT Systems. Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Seller and each Purchased Subsidiary owns, controls, or otherwise possesses sufficient rights to use, free and clear of all Encumbrances (other than Permitted Encumbrances) all Intellectual Property necessary for the conduct of its business in substantially the same manner as conducted as of the date hereof; and (ii) all Intellectual Property owned by Sellers that is necessary for the conduct of the business of Sellers and each Purchased Subsidiary as conducted as of the date hereof is subsisting and in full force and effect, has not been adjudged invalid or unenforceable, has not been abandoned or allowed to lapse, in whole or in part, and to the Knowledge of Sellers, is valid and enforceable.
Sample 1
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Intellectual Property and IT Systems. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, any registered intellectual property owned or purported to be owned by the Party and its Subsidiaries is subsisting and to such Party’s knowledge, is valid and enforceable.
Sample 1
Intellectual Property and IT Systems. 7.1. The Companies hold as of the Agreement Date valid title to use and exploit, where applicable, the registered Intellectual Property Rights listed in Appendix 7.1 which are used by them for the operation of their Business in a manner consistent with past practices. 7.2. To the Sellers’ knowledge, the Companies do not infringe any third-party Intellectual Property Rights, and there are no claims outstanding in this regard. 7.3. The Companies hold title to the necessary exploitation rights in the software and IT developments used by them in the operation of their Business (the “IT Systems”) in a manner consistent with past practices. 7.4. To the Sellers’ knowledge (i) the Companies have the source codes, object codes, technical documentation and user manuals for each version of their IT Systems; (ii) the Companies are the owners or lessees of the hardware they use in the operation of their Business as pursued up to the Agreement Date. 7.5. The IT Systems have been maintained and supported in a satisfactory manner for the operation of the Companies’ Business.
Sample 1

Related to Intellectual Property and IT Systems

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Property Matters A. Definitions

  • Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

  • Intellectual Property Assets Priveco and its subsidiaries own or hold an interest in all intellectual property assets necessary for the operation of the business of Priveco and its subsidiaries as it is currently conducted (collectively, the “Intellectual Property Assets”), including: (i) all functional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, the “Marks”); (ii) all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the “Patents”); (iii) all copyrights in both published works and unpublished works (collectively, the “Copyrights”); and (iv) all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Priveco and its subsidiaries as licensee or licensor (collectively, the “Trade Secrets”).

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • Intellectual Property Protection The Group Companies shall establish and maintain appropriate intellectual inspection system to protect the Proprietary Rights of the Group Companies. The Group Companies shall, and the Founders shall cause the Group Companies to fully comply with the laws and regulations in respect of the protection of the Proprietary Rights and refrain from infringing the Proprietary Rights of other parties. Ecommerce Company shall, and the other Warrantors shall procure Ecommerce Company to, use its best efforts to obtain as soon as possible and maintain the registration of the core trademarks used in the Business (including without limitation, the marks of “perfect diary”, “完美日记” and the combination of the foregoing) in the appropriate goods and services (including without limitation, cosmetics, cosmetics tools and advertisement). The Group Companies shall take all necessary or desirable actions to protect their trademarks, including initiating trademark petitions against any trademark applications filed by any third party for a trademark identical or similar to the Group Companies’ trademarks.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

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