Intellectual Property and Privacy. 8.1 All rights in any intellectual property relating to the PA-Products, and Services, related documentation, or background material remain the property of PA.
Intellectual Property and Privacy. (a) Section 3.07(a) of the Disclosure Schedules lists all Purchased IP, including whether or not the Purchased IP is owned by Seller and, if not, the nature of the Seller’s license to such Purchased IP (e.g., exclusive or non-exclusive, fee structure, duration, and territory). For all registered Intellectual Property, including applications thereto, Section 3.07(a) of the Disclosure Schedules shall specify as to each, as applicable: the title, mxxx, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the registration and application serial number; the issue, registration, or filing date; and the current status.
Intellectual Property and Privacy. (a) As of the date of this Agreement, Section 4.13(a) of the Company Disclosure Schedule contains a true and complete list of all Registered Intellectual Property constituting Company-Owned IP (showing in each, as applicable, the record owner, jurisdiction in which such item has been issued or filed, filing date, date of issuance, expiration date and registration or application number, and registrar). The Company and the Company Subsidiaries do not own any material unregistered Trademarks. The Company-Owned IP specified in, or required to be specified in, Section 4.13(a) of the Company Disclosure Schedule is subsisting and, to the Company’s knowledge, all registrations of such Company-Owned IP are valid and enforceable.
Intellectual Property and Privacy. (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date hereof of all Company Registered IP. The Company, or a Subsidiary of the Company, except for Intellectual Property exclusively licensed to the Company, is the sole and exclusive owner and owns all right, title, and interest in and to each item of the Company Intellectual Property free and clear of all Liens, except for Permitted Liens and non-exclusive licenses granted in the ordinary course of business.
Intellectual Property and Privacy. (a) A Seller Entity or a member of the Acquired Group exclusively owns all right, title and interest in, free and clear of all Liens (other than Permitted Liens), all Company Owned Intellectual Property; provided that the foregoing representation and warranty is made to the Knowledge of Seller with respect to any Archived Copyrights. The Company Owned Intellectual Property, together with the Intellectual Property to be licensed to the Purchasers as of the Initial Closing under the Patent and Technology License Agreement and Trademark License Agreement or otherwise made available to the Purchasers as of the Initial Closing under the Transition Services Agreement or Supply Agreement, constitutes all Intellectual Property owned by Seller and its Affiliates and used in, held for use in, or necessary for the conduct of the Business as currently conducted and currently proposed to be conducted. Neither the execution, delivery or performance of this Agreement or the other Transaction Documents, nor the consummation of the Transactions, will result in the loss, limitation, termination or other impairment of, or trigger any requirement to pay additional royalties or other consideration for the continued used by the Purchasers or any member of the Acquired Group of (i) any Intellectual Property of a third party used or held for use in and material to the Business or (ii) any Intellectual Property owned by a Seller Entity or any member of the Acquired Group used or held for use in the Business (other than Intellectual Property that is not material to any business unit of the Business or material to the operation of the Business within any jurisdiction); provided that the foregoing representation and warranty is made to the Knowledge of Seller with respect to any Archived Copyrights.
Intellectual Property and Privacy. (a) Schedule 4.05(a) lists all Intellectual Property Assets, including whether or not the Intellectual Property Assets are owned by Invacare, directly or indirectly, and, if not, the nature of Invacare’s license to such Intellectual Property Assets (e.g., exclusive or non-exclusive, fee structure, duration, and territory). For all registered Intellectual Property, including applications thereto, Schedule 4.05(a) shall specify as to each, as applicable: the title, mark, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the registration and application serial number; the issue, registration, or filing date; and the current status. For clarity, Schedule 4.05(a) contains a correct, current and complete list of: (i) all patents, unfiled invention disclosures, trademarks, servicemarks, domain names, and applications therefor that are included in the Intellectual Property Assets, specifying as to each, as applicable: the title, mark, or design; the jurisdiction by or in which it has been issued, registered or filed; the patent, registration or application serial number; the issue, registration or filing date, and the current status; (ii) all unregistered trademarks and common law trademarks and similar identifiers included in the Intellectual Property Assets; (iii) all proprietary Software included in the Intellectual Property Assets identifying whether it is being assigned or licensed to Buyer; (iv) all names of products and services, whether existing or in development, owned, sold or are otherwise made available as part of the Respiratory Business; and (v) Intellectual Property Assets that are used in the conduct of the Respiratory Business as currently conducted.
Intellectual Property and Privacy. (a) Schedule 4.11(a) sets forth, as of the date hereof, a true and complete list of all Company Registered Intellectual Property, which list identifies, for each item of Company Registered Intellectual Property, the record owner, the jurisdiction of registration or application, and all registration and application numbers. To the knowledge of the Company, all of the Company Registered Intellectual Property is valid, in full force and effect. None of the material Company Registered Intellectual Property has expired or been cancelled, abandoned or otherwise terminated, and payment of all renewal and maintenance fees and expenses in respect thereof, and all filings related thereto, and any other actions required to maintain the material Company Registered Intellectual Property, have been duly made or taken; to the knowledge of the Company, no interference, opposition, reissue, reexamination, or other proceeding is pending in which the scope, validity or enforceability of any material Company Registered Intellectual Property is being contested or challenged; and the Company has not received written notice that any material Company Registered Intellectual Property is invalid, unenforceable or being contested.
Intellectual Property and Privacy. (a) Section 3.14(a) of the Company Disclosure Letter lists all Intellectual Property registered with any Governmental Entity (and all applications for any of the foregoing) that is owned by the Company or the Company Subsidiaries (collectively, the “Registered IP”).
Intellectual Property and Privacy. (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date hereof of all Company Registered IP. Except as would not constitute a Company Material Adverse Effect, each item of Company Registered IP is currently in compliance with all formal legal requirements (including payment of filing, examination and maintenance fees) and, to the extent issued, is, to the Knowledge of the Company, subsisting and not invalid or unenforceable. The Company, or a Subsidiary of the Company, owns the Company Intellectual Property free and clear of all Liens, except for Permitted Liens.
Intellectual Property and Privacy. (a) Section 4.14(a) of the Target Company Disclosure Schedules sets forth a true and complete list of all registrations and applications to register all Intellectual Property owned by or exclusively licensed to any Target Company (“Registered IP”) (including registration number, application number, patent number, filing date, issue date, xxxx or title, and jurisdiction), and identifies that which is owned and that which is exclusively in-licensed by each Target Company.
