Common use of Intellectual Property; Computer Software Clause in Contracts

Intellectual Property; Computer Software. (a) Section 4.17(a)(i) of the Company Disclosure Schedule sets forth (i) a complete and accurate list as of the date hereof of all Company Owned Intellectual Property and (ii) the owner of such Company Owned Intellectual Property and any registration thereof or application therefor. Section 4.17(a)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list of Contracts existing as of the date hereof pursuant to which the Company or one of the Company Subsidiaries has obtained rights to the Company Licensed Intellectual Property (other than Contracts the non-disclosure of which therein does not constitute a misrepresentation under Section 4.15(g)). All Company Owned Intellectual Property is owned by the Company or one of the Company Subsidiaries free and clear of all Liens, other than (A) immaterial Liens that do not limit the ability of the Company or any Company Subsidiary to use, modify, extend or enhance the same or require any royalty or other similar payment to be made to any person other than the Company or any Company Subsidiary and (B) statutory Liens for Taxes not yet due or payable. Neither the Company nor any Company Subsidiary has entered into any agreements which limit in any respect its or their right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare Derivative Works of and sublicense any Company Owned Intellectual Property, without payment or other material obligation, to any other person.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sapphire Expansion CORP), Agreement and Plan of Merger (Retek Inc)

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Intellectual Property; Computer Software. (a) Section 4.17(a)(i) of the Company Disclosure Schedule sets forth (i) a complete and accurate list as of the date hereof February 28, 2005 of all Company Owned Intellectual Property and (ii) the owner of such Company Owned Intellectual Property and any registration thereof or application therefor. Section 4.17(a)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list of Contracts existing as of the date hereof February 28, 2005 pursuant to which the Company or one of the Company Subsidiaries has obtained rights to the Company Licensed Intellectual Property (other than Contracts the non-disclosure of which therein does not constitute a misrepresentation under Section 4.15(g)). All Company Owned Intellectual Property is owned by the Company or one of the Company Subsidiaries free and clear of all Liens, other than (A) immaterial Liens that do not limit the ability of the Company or any Company Subsidiary to use, modify, extend or enhance the same or require any royalty or other similar payment to be made to any person other than the Company or any Company Subsidiary and (B) statutory Liens for Taxes not yet due or payable. Neither the Company nor any Company Subsidiary has entered into any agreements which limit in any respect its or their right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare Derivative Works of and sublicense any Company Owned Intellectual Property, without payment or other material obligation, to any other person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Retek Inc)

Intellectual Property; Computer Software. (a) Section 4.17(a)(i) of the Company Disclosure Schedule sets forth (i) a complete and accurate list as of the date hereof February 28, 2005 of all Company Owned Intellectual Property and (ii) the owner of such Company Owned Intellectual Property and any registration thereof or application therefor. Section 4.17(a)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list of Contracts existing as of the date hereof February 28, 2005 pursuant to which the Company or one of the Company Subsidiaries has obtained rights to the Company Licensed Intellectual Property (other than Contracts the non-disclosure of which therein does not constitute a misrepresentation under Section 4.15(g))) . All Company Owned Intellectual Property is owned by the Company or one of the Company Subsidiaries free and clear of all Liens, other than (A) immaterial Liens that do not limit the ability of the Company or any Company Subsidiary to use, modify, extend or enhance the same or require any royalty or other similar payment to be made to any person other than the Company or any Company Subsidiary and (B) statutory Liens for Taxes not yet due or payable. Neither the Company nor any Company Subsidiary has entered into any agreements which limit in any respect its or their right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare Derivative Works of and sublicense any Company Owned Intellectual Property, without payment or other material obligation, to any other person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ruby Merger Corp.)

Intellectual Property; Computer Software. (a) Section 4.17(a)(i) of the Company Disclosure Schedule sets forth (i) a complete and accurate list as of the date hereof of all Company Owned Intellectual Property and (ii) the owner of such Company Owned Intellectual Property and any registration thereof or application therefor. Section 4.17(a)(ii) of 33 the Company Disclosure Schedule sets forth a complete and accurate list of Contracts existing as of the date hereof pursuant to which the Company or one of the Company Subsidiaries has obtained rights to the Company Licensed Intellectual Property (other than Contracts the non-disclosure of which therein does not constitute a misrepresentation under Section 4.15(g)). All Company Owned Intellectual Property is owned by the Company or one of the Company Subsidiaries free and clear of all Liens, other than (A) immaterial Liens that do not limit the ability of the Company or any Company Subsidiary to use, modify, extend or enhance the same or require any royalty or other similar payment to be made to any person other than the Company or any Company Subsidiary and (B) statutory Liens for Taxes not yet due or payable. Neither the Company nor any Company Subsidiary has entered into any agreements which limit in any respect its or their right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare Derivative Works of and sublicense any Company Owned Intellectual Property, without payment or other material obligation, to any other person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ruby Merger Corp.)

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Intellectual Property; Computer Software. (a) Section 4.17(a)(i) of the Company Disclosure Schedule sets forth (i) a complete and accurate list as of the date hereof February 28, 2005 of all Company Owned Intellectual Property and (ii) the owner of such Company Owned Intellectual Property and any registration thereof or application therefor. Section 4.17(a)(ii) of 33 the Company Disclosure Schedule sets forth a complete and accurate list of Contracts existing as of the date hereof February 28, 2005 pursuant to which the Company or one of the Company Subsidiaries has obtained rights to the Company Licensed Intellectual Property (other than Contracts the non-disclosure of which therein does not constitute a misrepresentation under Section 4.15(g)). All Company Owned Intellectual Property is owned by the Company or one of the Company Subsidiaries free and clear of all Liens, other than (A) immaterial Liens that do not limit the ability of the Company or any Company Subsidiary to use, modify, extend or enhance the same or require any royalty or other similar payment to be made to any person other than the Company or any Company Subsidiary and (B) statutory Liens for Taxes not yet due or payable. Neither the Company nor any Company Subsidiary has entered into any agreements which limit in any respect its or their right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare Derivative Works of and sublicense any Company Owned Intellectual Property, without payment or other material obligation, to any other person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ruby Merger Corp.)

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