Common use of Intellectual Property; Computer Software Clause in Contracts

Intellectual Property; Computer Software. (a) Schedule 2.12(A) hereto sets forth a complete and correct list, as of March 7, 2000, of (i) 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 the Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) all licenses granted by or to the Company 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 the Company 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 2.12(A), the Company is not in receipt of any notice of any violation of, and, to the Company's knowledge, the Company is not violating the rights of others in any trademark, trade name, service xxxx, copyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Series D Convertible Preferred Stock Purchase Agreement (Simione Central Holdings Inc)

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Intellectual Property; Computer Software. (a) Schedule 2.12(A6.12(A) hereto sets forth (i) a complete and correct list, as list of March 7, 2000, of (i) 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 the CompanyPurchaser; (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 the Company 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 the Company 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 2.12(A6.12(A), the Company Purchaser is not currently in receipt of any notice of any violation of, and, to the CompanyPurchaser's knowledge, the Company Purchaser is not violating the rights of others in any trademark, trade name, service xxxxmark, copyright, patent, trade secret, know-how or other intangible assetintangiblx xxset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Investment Agreement (Simione Central Holdings Inc)

Intellectual Property; Computer Software. (a) Schedule 2.12(A) hereto sets forth a complete and correct list, as of March 7, 2000, of (i) 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 the Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) all licenses granted by or to the Company 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 the Company 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 2.12(A), the Company is not in receipt of any notice of any violation of, and, to the Company's knowledge, the Company is not violating the rights of others in any trademark, trade name, service xxxxmark, copyrightxxpyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Series D Convertible Preferred Stock Purchase Agreement (Reed John E)

Intellectual Property; Computer Software. (a) Schedule 2.12(A6.12(A) hereto sets forth (i) a complete and correct list, as list of March 7, 2000, of (i) 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 the CompanyPurchaser; (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 the Company 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 the Company 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 2.12(A6.12(A), the Company Purchaser is not currently in receipt of any notice of any violation of, and, to the CompanyPurchaser's knowledge, the Company Purchaser is not violating the rights of others in any trademark, trade name, service xxxxmark, copyrightxxpyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Investment Agreement (MCS Inc)

Intellectual Property; Computer Software. (a) Schedule 2.12(A5.12(A) hereto sets forth (i) a complete and correct list, as list of March 7, 2000, of (i) 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 the Company; (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 the Company 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 the Company 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 2.12(A5.12(A), the Company is not currently in receipt of any notice of any violation of, and, to the Company's and Parent's knowledge, the Company is not violating the rights of others in any trademark, trade name, service xxxxmark, copyright, patent, trade secret, know-how or other intangible intanxxxxe asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Investment Agreement (Simione Central Holdings Inc)

Intellectual Property; Computer Software. (a) Schedule 2.12(A5.12(A) hereto sets forth (i) a complete and correct list, as list of March 7, 2000, of (i) 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 the Company; (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 the Company 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 the Company 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 2.12(A5.12(A), the Company is not currently in receipt of any notice of any violation of, and, to the Company's and Parent's knowledge, the Company is not violating the rights of others in any trademark, trade name, service xxxx, copyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mestek Inc)

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Intellectual Property; Computer Software. (a) Schedule 2.12(A5.12(a) hereto sets forth (i) a complete and correct list, as list of March 7, 2000, of (i) 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 the Company; (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 the Company 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 the Company 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 Company Material Adverse Effect. Except as set forth on Schedule 2.12(A5.12(a), the Company is not currently in receipt of any notice of any violation of, and, to the Company's knowledge, the Company is not violating the rights of others in any trademark, trade name, service xxxxmark, copyright, patent, trade xxxde secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simione Central Holdings Inc)

Intellectual Property; Computer Software. (a) Schedule 2.12(A5.12(A) hereto sets forth (i) a complete and correct list, as list of March 7, 2000, of (i) 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 the Company; (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 the Company 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 the Company 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 2.12(A5.12(A), the Company is not currently in receipt of any notice of any violation of, and, to the Company's and Parent's knowledge, the Company is not violating the rights of others in any trademark, trade name, service xxxxmark, copyrightxxpyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Investment Agreement (MCS Inc)

Intellectual Property; Computer Software. (a) Schedule 2.12(A6.12(A) hereto sets forth (i) a complete and correct list, as list of March 7, 2000, of (i) 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 the CompanyPurchaser; (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 the Company 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 the Company 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 2.12(A6.12(A), the Company Purchaser is not currently in receipt of any notice of any violation of, and, to the CompanyPurchaser's knowledge, the Company Purchaser is not violating the rights of others in any trademark, trade name, service xxxx, copyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mestek Inc)

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