Intellectual Property; Computer Software. (a) The Company and its Subsidiaries own or otherwise hold the right to use all Intellectual Property Rights necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted or as formerly conducted by the Company or any of its Subsidiaries and to sublicense any or all such rights to third parties, including the right to grant further sublicenses to customers with respect to the sale, distribution or licensing of the Company’s Software Products (the “Necessary IP Rights”). The consummation of the transactions contemplated by this Agreement will not alter, restrict, encumber, impair or extinguish any Necessary IP Rights.
(b) There are no Proceedings pending or threatened (i) alleging infringement, misappropriation or any other violation of any Intellectual Property Rights of any Person by the Company or any of its Subsidiaries or any of their respective products or services, except as set forth on Section3.17(b)(i) of the Company Disclosure Letter, or (ii) challenging the scope, ownership, validity, or enforceability of the Company IP or of the Company and its Subsidiaries’ rights under the Necessary IP Rights. Neither the Company nor any of its Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property Rights of any Person. As of the date of this Agreement, no claims to the effect that the use, reproduction, modification, manufacture, distribution, licensing, sublicensing, or sale, or any other exercise of rights in any Company IP by the Company and its Subsidiaries or by any licensee of the Company or any of its Subsidiaries, including by the sale, marketing, distribution or provision of the Company Software Products, infringes or will infringe on any intellectual or other proprietary or personal right of any Person have been asserted against the Company or any of its Subsidiaries nor, to the Company’s knowledge, are threatened by any Person.
(i) The Company and its Subsidiaries hold all right, title and interest in and to the Company IP, free and clear of any Encumbrances, except for Permitted Encumbrances, (ii) no Person, other than the Company and its Subsidiaries, possesses any current or contingent rights to license, sell or otherwise distribute the Company Software Products or any portion thereof, except for Company distributors, value-added resellers and solution partners authorized by the terms of Company licenses, and (iii) there are no restrictions on the Company and its Subsid...
Intellectual Property; Computer Software. (a) Schedule 6.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of Purchaser; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to Purchaser with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by Purchaser free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 6.12(A), Purchaser is not currently in receipt of any notice of any violation of, and, to Purchaser's knowledge, Purchaser is not violating the rights of others in any trademark, trade name, service mark, copyright, patent, trade secret, know-how or other intangiblx xxset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect.
(b) Schedule 6.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 6.12(B), Purchaser has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 6.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 6.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowle...
Intellectual Property; Computer Software. (1) Schedule 5.11(a) lists all Intellectual Property including, without limitation, trademarks, trade names, service marks, service names, xxxx registrations, logos, assumed names, copyrights, copyright registrations, patents and all applications therefor that are owned by the Seller or any other Person and used by the Seller in the operations of the Business, and there are no pending or threatened claims by any Person relating to the Seller's use of any Intellectual Property. Except as set forth in Schedule 5.11(a), the Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Seller to conduct its business and the Seller is not obligated to pay any royalty or similar fee to any Person in connection with the Seller's use or license of any of the Intellectual Property.
(2) Except as set forth on Schedule 5.11(b), the Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Seller and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the Seller's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.
Intellectual Property; Computer Software. (a) Vodavi and its Subsidiaries possess the rights (“Necessary IP Rights”) to all Intellectual Property necessary for the conduct of the business of Vodavi and its Subsidiaries as currently conducted. The consummation of the transactions contemplated by this Agreement will not restrict, encumber, impair or extinguish any Necessary IP Rights in any material respect.
(b) There are no Proceedings pending or, to the Knowledge of Vodavi, threatened, (i) alleging infringement or misappropriation of the Intellectual Property of any Person by Vodavi or any of its Subsidiaries, or (ii) challenging the scope, ownership, validity, or enforceability of the Vodavi IP (other than ordinary course correspondence between Vodavi or any of its Subsidiaries and any patent, trademark or copyright Governmental Entity in connection with the prosecution of the Registered IP) or of Vodavi and its Subsidiaries’ rights under the Necessary IP Rights. Neither Vodavi and its Subsidiaries has Knowledge that Vodavi or its Subsidiaries infringed or misappropriated any Intellectual Property of any third person, except as would not result in or would not reasonably be expected to result in any liability that is material to Vodavi and its Subsidiaries, taken as a whole.
(c) (i) Vodavi and its Subsidiaries hold all right, title and interest in and to all Vodavi IP owned by Vodavi or its Subsidiaries and has a valid right to use all Vodavi IP licensed to Vodavi or its Subsidiaries, free and clear of any Lien, and (ii) there are no restrictions on the disclosure, use or transfer of the Necessary IP Rights, the Vodavi IP owned by Vodavi or its Subsidiaries or the Vodavi Software Products that will impair in any material respect Vertical’s ability to operate the business of Vodavi and its Subsidiaries after the Effective Time, or that will cause the Necessary IP Rights, the Vodavi IP owned by Vodavi or its Subsidiaries or the Vodavi Software Products to be forfeited or changed adversely in any material respect as a result of the transactions contemplated by this Agreement. All assignments (and licenses where required) of material items of Vodavi IP owned by Vodavi or its Subsidiaries have been duly recorded with the appropriate governmental authorities.
(d) Section 4.19(d) of the Disclosure Schedule contains a true and complete list of all Registered IP as of the date of this Agreement. Vodavi and its Subsidiaries have taken all actions necessary to maintain and protect the Registered IP, includi...
Intellectual Property; Computer Software. (a) Schedule 3.18 sets forth a complete and correct list of all trade names, trademarks, service marks, domain names, patents, patent rights and registered copyrights used, necessary or held by the AAC Companies in connection with the Business. The AAC Companies have delivered to Investors true, correct and complete copies of each registration, application or other material document relating to the Intellectual Property set forth in Schedule 3.18. The AAC Companies own, or possess adequate and enforceable licenses or other rights to use, all Intellectual Property used in the Business as it is currently conducted, and such ownership and licenses will not cease to be valid and in full force and effect in any material respect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. There is no Action pending or, to the Knowledge of the AAC Companies, threatened, against the AAC Companies asserting that the AAC Companies' use of any Intellectual Property infringes the rights of any third party or otherwise contesting their rights with respect to any Intellectual Property and no third party has given written notice to the AAC Companies that such third party is claiming ownership of or right to use any Intellectual Property, and, to the Knowledge of the AAC Companies no third party is infringing upon the rights of the AAC Companies in the Intellectual Property in a manner which would have a Material Adverse Effect on the AAC Companies.
(b) The AAC Companies own, or possess adequate and enforceable licenses or other rights to use, the computer software for their systems and such ownership and licenses will not cease to be valid and in full force and effect in any material respect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Intellectual Property; Computer Software. (a) Patents, Trademarks, Tradenames, Etc. ------------------------------------ Schedule 3.13 lists all material trademarks, trade names, service marks, service names, brand names, copyrights and patents, registrations thereof and applications therefor, owned by the Company or the Subsidiaries. All such trademarks, trade names, service marks, service names, brand names, copyrights, patents and registrations thereof and applications therefor are owned by, and may be used by, the Company or the appropriate Subsidiary free and clear of any third party rights, liens, claims, security interests or encumbrances, except for license rights granted to third parties in the ordinary course of business of the Company and the Subsidiaries. Except as disclosed on Schedule 3.13, neither the Company nor any of the Subsidiaries is violating the rights in any trademark, trade name, service mark, xxrvice name, copyright, patent, trade secret, know-how or other intangible right (collectively, "Intangible Rights") of any third party, except where such violation would not have a Material Adverse Effect on the Company. Except as disclosed on Schedule 3.13, upon consummation of the Merger, the Company and the Subsidiaries will continue to own or have the right to use all Intangible Rights necessary to conduct their respective businesses (other than any such Rights, the absence of which would not have a Material Adverse Effect on the Company). Except as disclosed on Schedule 3.13, Company is not a party to any action or proceeding (either as plaintiff, defendant, claimant, respondent or any other capacity), nor is any such action or proceeding now pending or threatened, involving a claim of infringement or other wrongful use or exploitation of patent rights, copyrights, or rights in trade names, trademark or service marks, or claim of misappropriation, breach of confidential relationship, or misuse of secret or confidential trade or technical information.
Intellectual Property; Computer Software. (a) Schedule 3.18 sets forth a complete and correct list of all Intellectual Property used or held by the Companies in connection with the Business. Shareholders have delivered to Buyer true, correct and complete copies of each registration, application or other material document relating to the Intellectual Property set forth in Schedule 3.18. The Companies own, or possess adequate and enforceable licenses or other rights to use, all Intellectual Property used in the Business as it is currently conducted, and such ownership and licenses will not cease to be valid and in full force and effect in any material respect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. There is no Action pending or, to the knowledge of Shareholders, threatened, against the Companies asserting that the Companies' use of any Intellectual Property infringes the rights of any third party or otherwise contesting their rights with respect to any Intellectual Property and no third party has given written notice to the Companies that such third party is claiming ownership of or right to use any Intellectual Property, and, to the knowledge of Shareholders (i) there are no grounds for any such assertion and (ii) no third party is infringing upon the rights of the Companies in the Intellectual Property in a manner which would have a Material Adverse Effect on the Companies.
(b) The Companies own, or possess adequate and enforceable licenses or other rights to use, all material computer software used in the Business, and such ownership and licenses will not cease to be valid and in full force and effect in any material respect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Intellectual Property; Computer Software. (1) Section 5.11(a) of the Disclosure Letter lists all material Intellectual Property including, without limitation, trademarks, trade names, service marks, service names, xxxx registrations, logos, assumed names, copyrights, copyright registrations, patents and all applications therefor that are owned by the Seller and used by the Seller in the operations of the Business, and there are no pending or threatened claims by any Person relating to the Seller's use of any Intellectual Property. Upon consummation of the transactions contemplated hereby, the Buyer will acquire a valid and enforceable right to use all material Intellectual Property that is owned by any Person other than the Seller and is used by the Seller in the operations of the Business. Except as set forth in section 5.11(a) of the Disclosure Letter, the Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Seller to conduct its business and the Seller is not obligated to pay any royalty or similar fee to any Person in connection with the Seller's use or license of any of the Intellectual Property.
(2) Except as set forth in section 5.11(b) of the Disclosure Letter, the Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Seller and that are material to the conduct of the Business as currently conducted, as are necessary to permit the conduct of the Business as currently conducted. With respect to the Business, none of the Seller's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.
Intellectual Property; Computer Software. All trademarks, service marks, trade names, patents, copyrights, inventions, processes and applications therefor (whether registered or common law) currently owned or used by the Sellers and Facilities are listed and described in Schedule 3.26 (collectively, the "INTELLECTUAL PROPERTY"). The Sellers have not licensed anyone to use such Intellectual Property and Sellers have no knowledge of the use or the infringement of any such Intellectual Property by any other person. The Sellers own (or possess adequate and enforceable licenses or other rights to use) all Intellectual Property, and all material computer software programs and similar systems used in the conduct of their business.
Intellectual Property; Computer Software. All trademarks, service marks, trade names, patents, copyrights, inventions, processes and applications therefor (whether registered or common law) currently owned or used by the Seller Entities are listed and described in Schedule 3.26 (collectively, the "INTELLECTUAL PROPERTY"). No proceedings have been instituted or are pending or, to the knowledge of Seller, threatened which challenge the validity of the ownership by the Seller Entities of such Intellectual Property, and Seller knows of no basis therefore. The Seller Entities have not licensed anyone to use such Intellectual Property and Seller has no knowledge of the use or the infringement of any such Intellectual Property by any other person. The Seller Entities own (or possess adequate and enforceable licenses or other rights to use) all Intellectual Property, and all material computer software programs and similar systems used in the conduct of their business.
