Intellectual Property and Technology. (a) Schedule 2.15(a) contains a true, correct and complete list of all patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller with respect to the Business, except for matters listed on Schedule 2.15(b). (b) Schedule 2.15(b) contains a true, correct and complete list of all Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect. (c) Except as set forth on Schedule 2.15(c), Section 8 and 15 declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned. (d) Schedule 2.15(d) sets forth all licenses or other agreements from or with third Persons under which either Seller uses or exercises any rights with respect to any of the Intellectual Property or Technology other than such licenses or other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will transfer to Buyer all Intellectual Property and Technology without payment of royalties, free and clear of any Liens. (e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect to Small Licenses, the Sellers (as applicable) are the sole and exclusive owners of the Intellectual Property and Technology, free and clear of any Liens. (f) Except as set forth on Schedule 2.15(f), neither Seller has received (and Parent and Sellers have no knowledge of) any written notice from any other Person pertaining to or challenging the right of either Seller (or any other Person) to use any of the Intellectual Property or any Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, administrative or judicial, pending or threatened with respect to any Intellectual Property or Technology. (g) Except as set forth on Schedule 2.15(g), no licenses have been granted by either Seller and neither Seller has any obligation to grant licenses with respect to any Intellectual Property or Technology. No written claims have been made by either Seller of any
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Intellectual Property and Technology. (a) Schedule 2.15(a) contains a true, correct and complete list of all patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller any Company with respect to the Business, except for matters listed on Schedule 2.15(b).
(b) Schedule 2.15(b) contains a true, correct and complete list of all Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(c) Except as set forth on Schedule 2.15(c), Section 8 and 15 declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned.
(d) Schedule 2.15(d) sets forth all licenses or other agreements from or with third Persons under which either Seller any Company uses or exercises any rights with respect to any of the Intellectual Property or Technology Technology, other than such licenses or and other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will 35 29 transfer to Buyer all Intellectual Property and Technology without payment of royalties, free and clear of any Liens.
(e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect to Small Licenses, the Sellers Companies (as applicable) are the sole and exclusive owners of the Intellectual Property and Technology, free and clear of any Liens.
(f) Except as set forth on Schedule 2.15(f), neither Seller no Company has received (and Parent and Sellers have no knowledge of) any written notice from any other Person pertaining to or challenging the right of either Seller any Company (or any other Person) to use any of the Intellectual Property or any Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, administrative or judicial, pending or threatened with respect to any Intellectual Property or Technology.
(g) Except as set forth on Schedule 2.15(g), no licenses have been granted by either Seller any Company and neither Seller no Company has any obligation to grant licenses with respect to any Intellectual Property or Technology. No written claims have been made by either Seller any Company of anyany violation or infringement by others of rights with respect to any Intellectual Property or Technology, and neither Parent nor Sellers know of any basis for the making of any such claim. Except in such cases as would not in the aggregate have a Material Adverse Effect, the use by each Company of the Intellectual Property and Technology (past and present) has not violated or infringed any rights of other Persons, or constituted a breach of any Contract (or other agreement or commitment).
(h) The Intellectual Property and Technology includes all such rights necessary to conduct the Business as now conducted and, except (i) as set forth on Schedule 2.15(d) or (ii) with respect to Small Licenses, such rights will not be adversely affected by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
(i) There are no licenses or service, maintenance or other agreements or obligations of any nature whatsoever regarding the Intellectual Property or Technology between or among any such Company, on the one hand, and any Affiliate(s) of such Company, on the other hand. All statements and representations made by each Company or any of its Affiliates in any pending patent, copyright and trademark applications with respect to the Intellectual Property were true in all material respects as of the time they were made.
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Intellectual Property and Technology. (a) Schedule 2.15(a) contains a true, correct and complete list of ---------------- all patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller any Company with respect to the Business, except for matters listed on Schedule 2.15(b).. ----------------
(b) Schedule 2.15(b) contains a true, correct and complete list of ---------------- all Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(c) Except as set forth on Schedule 2.15(c), Section 8 and 15 ---------------- declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned.
(d) Schedule 2.15(d) sets forth all licenses or other agreements from ---------------- or with third Persons under which either Seller any Company uses or exercises any rights with respect to any of the Intellectual Property or Technology Technology, other than such licenses or and other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will -------------- transfer to Buyer all Intellectual Property and Technology without payment of royalties, free and clear of any Liens.
(e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect ---------------- to Small Licenses, the Sellers Companies (as applicable) are the sole and exclusive owners of the Intellectual Property and Technology, free and clear of any Liens.
(f) Except as set forth on Schedule 2.15(f), neither Seller no Company has received ---------------- (and Parent and Sellers have no knowledge of) any written notice from any other Person pertaining to or challenging the right of either Seller any Company (or any other Person) to use any of the Intellectual Property or any Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, administrative or judicial, pending or threatened with respect to any Intellectual Property or Technology.
(g) Except as set forth on Schedule 2.15(g), no licenses have been ---------------- granted by either Seller any Company and neither Seller no Company has any obligation to grant licenses with respect to any Intellectual Property or Technology. No written claims have been made by either Seller any Company of anyany violation or infringement by others of rights with respect to any Intellectual Property or Technology, and neither Parent nor Sellers know of any basis for the making of any such claim. Except in such cases as would not in the aggregate have a Material Adverse Effect, the use by each Company of the Intellectual Property and Technology (past and present) has not violated or infringed any rights of other Persons, or constituted a breach of any Contract (or other agreement or commitment).
(h) The Intellectual Property and Technology includes all such rights necessary to conduct the Business as now conducted and, except (i) as set forth on Schedule 2.15(d) or (ii) with respect to Small Licenses, such rights will not ---------------- be adversely affected by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
(i) There are no licenses or service, maintenance or other agreements or obligations of any nature whatsoever regarding the Intellectual Property or Technology between or among any such Company, on the one hand, and any Affiliate(s) of such Company, on the other hand. All statements and representations made by each Company or any of its Affiliates in any pending patent, copyright and trademark applications with respect to the Intellectual Property were true in all material respects as of the time they were made.
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Intellectual Property and Technology. (a) Schedule 2.15(a) contains a true, correct and complete list of all ---------------- patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller with respect to the Business, except for matters listed on Schedule 2.15(b).. ----------------
(b) Schedule 2.15(b) contains a true, correct and complete list of all ---------------- Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(c) Except as set forth on Schedule 2.15(c), Section 8 and 15 ---------------- declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned.
(d) Schedule 2.15(d) sets forth all licenses or other agreements from ---------------- or with third Persons under which either Seller uses or exercises any rights with respect to any of the Intellectual Property or Technology other than such licenses or other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will transfer to Buyer all -------------- Intellectual Property and Technology without payment of royalties, free and clear of any Liens.
(e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect ---------------- to Small Licenses, the Sellers (as applicable) are the sole and exclusive owners of the Intellectual Property and Technology, free and clear of any Liens.
(f) Except as set forth on Schedule 2.15(f), neither Seller has ---------------- received (and Parent and Sellers have no knowledge of) any written notice from any other Person pertaining to or challenging the right of either Seller (or any other Person) to use any of the Intellectual Property or any Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, administrative or judicial, pending or threatened with respect to any Intellectual Property or Technology.
(g) Except as set forth on Schedule 2.15(g), no licenses have been ---------------- granted by either Seller and neither Seller has any obligation to grant licenses with respect to any Intellectual Property or Technology. No written claims have been made by either Seller of anyany violation or infringement by others of rights with respect to any Intellectual Property or Technology, and neither Parent nor Sellers know of any basis for the making of any such claim. Except in such cases as would not in the aggregate have a Material Adverse Effect, the use by each Seller of the Intellectual Property and Technology (past and present) has not violated or infringed any rights of other Persons, or constituted a breach of any Contract (or other agreement or commitment).
(h) The Intellectual Property and Technology includes all such rights necessary to conduct the Business as now conducted and, except (i) as set forth on Schedule 2.15(d) or (ii) with respect to Small Licenses, such rights will not ---------------- be adversely affected by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
(i) There are no licenses or service, maintenance or other agreements or obligations of any nature whatsoever regarding the Intellectual Property or Technology between or among a Seller, on the one hand, and any Affiliate(s) of such Seller, on the other hand. All statements and representations made by each Seller or any of its Affiliates in any pending patent, copyright and trademark applications with respect to the Intellectual Property were true in all material respects as of the time they were made.
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Intellectual Property and Technology. (aSchedule 3.1(h) Schedule 2.15(a) contains sets forth ------------------------------------- a truelist, correct and complete list as of the date of this Agreement, of all patentsmaterial Intellectual Property (other than licenses) included in the Acquired Assets and, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller with respect to the Businessextent indicated on such Schedule, except for matters listed on Schedule 2.15(b).
(b) Schedule 2.15(b) contains a true, correct and complete list of all such Intellectual Property which has been duly registered in, filed in or issued by the PTO, United States Copyright Office or the United States Copyright Patent and Trademark Office, any state trademark the appropriate offices in the various states of the United States and the patent, trademark, copyright and other corresponding appropriate offices of foreign other jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(c) Except as set forth on Schedule 2.15(c3.1(h), Section 8 and 15 declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned.
(d) Schedule 2.15(d) sets forth all licenses or other agreements from or with third Persons under which either Seller uses or exercises any rights with respect to any of the Intellectual Property or Technology other than such licenses or other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will transfer to Buyer all Intellectual Property and Technology without payment of royalties, free and clear of any Liens.
(e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect to Small Licenses, the Sellers (as applicable) are the sole and exclusive owners owner of the all material Intellectual Property (other than licenses) and Technology, free and clear of any Liens.
(f) material Technology included in the Acquired Assets. Except as set forth on Schedule 2.15(f3.1(h), neither Seller has received (and Parent and Sellers have no knowledge of) not received any written notice from any other Person pertaining to or challenging in any material respect the right of either Seller (or any other Person) Sellers to use any of the material Intellectual Property or material Technology included in the Acquired Assets or any Technologyrights thereunder. Sellers have taken measures, consistent with Seller's corporate practice, to protect the secrecy, confidentiality and there is value of the material Technology included in the Acquired Assets. Except as set forth in Schedule 3.1(h), to Seller's knowledge, no interferencematerial Technology (other than unregistered copyrights) included in the Acquired Assets has been used, oppositiondivulged or appropriated for the benefit of any Person other than Sellers, cancellationexcept where such use, reexamination divulgence or other contest proceedingappropriation would not, administrative individually or judicialin the aggregate, pending reasonably be expected to have a material adverse effect on the business or threatened financial condition of the Division. Sellers have not made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with respect to any material Intellectual Property or Technology.
(g) material Technology included in the Acquired Assets. Except as set forth on Schedule 2.15(g3.1(h), to Seller's knowledge, as of the date of this Agreement, there is no licenses pending or threatened claim by any third Person of a violation, infringement, misuse or misappropriation by any of Sellers of any Intellectual Property or Technology owned by any third Person, or of the invalidity of any patent included in the Acquired Assets, which is reasonably likely to be adversely determined and which if adversely determined would have been granted by a material adverse effect on the business or financial condition of the Division. There are no interferences or other contested inter partes proceedings, either Seller pending or, to the knowledge of Seller, threatened, in the United States Copyright Office, the United States Patent and neither Seller has Trademark Office or any obligation Federal, state or local court or before any other Governmental Entity relating to grant licenses any pending application with respect to any material Intellectual Property or Technology. No written claims have been made by either Seller of anyincluded in the Acquired Assets.
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Intellectual Property and Technology. (ai) Schedule 2.15(a) contains a true, correct and complete list of all patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller with respect to the Business, except for matters listed on Schedule 2.15(b).
(b) Schedule 2.15(b) contains a true, correct and complete list of all Intellectual Property which has been duly registered in, filed in or issued by the PTO, United States Copyright Office or the United States Copyright Patent and Trademark Office, any state trademark the appropriate offices in the various states of the United States and the patent, trademark, copyright and other corresponding appropriate offices of foreign other jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(c) Except as set forth on Schedule 2.15(c), Section 8 4.1(h)(ii) and 15 declarations and applications for renewal with respect subject (i) to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned.
(d) Schedule 2.15(d) sets forth all licenses or other agreements from or with third Persons rights under development contracts under which either Seller uses or exercises any rights with respect to any of the Intellectual Property or Technology other than such licenses or other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will transfer to Buyer all Intellectual Property and Technology without payment may have been generated, (ii) to the rights of royaltiesthe United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all material Intellectual Property and material Technology (other than licenses) included in the Acquired Assets or the Subsidiary Assets, free and clear of any Liens.
(e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect to Small Licenses, the Sellers (as applicable) are the sole and exclusive owners of the Intellectual Property and Technology, free and clear of any Liens.
(f) security interests. Except as set forth on Schedule 2.15(f4.1(h)(iii), neither and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all right to xxx and keep any damage awards for any past infringements by third parties of any material Intellectual Property or Technology (other than licenses). Except as set forth on Schedule 4.1(h)(iv), since January 1, 1997, no Seller or Sold Subsidiary has received (and Parent and Sellers have no knowledge of) any written notice from any other Person pertaining to or challenging in any material respect the right of either Seller (Sellers or any other Person) the Sold Subsidiaries to use any of the material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets or any Technologyrights thereunder. Sellers have taken measures, consistent with Sellers' corporate practice, to protect the secrecy, confidentiality and there value of the material Technology included in the Acquired Assets. Except for the Excluded Assets (other than those described in clause (viii) of the definition of Excluded Assets) and subject to Section 2.2(c), Seller does not own any material intellectual property rights that it is no interferencenot transferring to Purchaser that are required for Purchaser (together with the rights of Purchaser under the Purchaser Ancillary Documents, opposition, cancellation, reexamination or other contest proceeding, administrative or judicial, pending or threatened with respect the Novation Agreements and the Purchaser Permits) to any Intellectual Property or Technology.
(g) operate the Business after Closing in the manner in which it presently is operated. Except as set forth on Schedule 2.15(g4.1(h)(v), since January 1, 1997, no licenses Seller or Sold Subsidiary has made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with any material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets, which claim is still pending. Except as set forth on Schedule 4.1(h)(vi), to the knowledge of CBS, as of the date of this Agreement, there is no pending or threatened claim by any third Person of a violation, infringement, misuse or misappropriation by any Seller or Sold Subsidiary of any intellectual property or technology owned by any third Person, or of the invalidity of any patent or registration of a copyright, trademark, servicemark or trade name included in the Acquired Assets or the Subsidiary Assets, which if adversely determined would reasonably be expected to have been granted by a Material Adverse Effect. Except as set forth on Schedule 4.1(h)(vii), there are no interferences or other contested proceedings, either Seller pending or, to the knowledge of CBS, threatened, in the United States Copyright Office, the United States Patent and neither Seller has Trademark Office or any obligation Governmental Authority relating to grant licenses any pending application with respect to any material Intellectual Property or TechnologyProperty. No written claims have been made The use by either Seller Purchaser and its Affiliates of anysuch names 41 and marks as permitted under the licenses described in Section 5.9(b) will not infringe on the rights of third parties. Except as provided in the immediately preceding sentence, nothing in this Agreement shall imply an indemnity for the infringement of third party intellectual property rights not within the knowledge of CBS.
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