Intellectual Property Contracts. (i) Neither this Agreement nor the consummation of the transactions contemplated by this Agreement will automatically result in the breach, modification, cancellation, termination or suspension of any material Company Third Party IP Contract.
(ii) Neither this Agreement nor the transactions contemplated by this Agreement will because of a Company IP Contract result in (A) any third party being automatically granted rights or access to, or the placement in or release from escrow, of any Company IP or software covered by Company IP, or (B) the Company automatically granting to any third party any right in any Company IP.
(iii) Neither this Agreement nor the transactions contemplated by this Agreement will because of a Company IP Contract result in: (A) Acquiror or any of its Subsidiaries granting to any third party any right to or with respect to any Intellectual Property owned by, or licensed to, any of them, (B) Acquiror or any of its Subsidiaries being bound by, or subject to, any non-compete or other material restriction on the operation or scope of their respective businesses, or (C) Acquiror or any of its Subsidiaries being obligated to pay any royalties or other material amounts, or offer any discounts, to any third party in excess of those payable by, or required to be offered by, any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby.
(iv) The execution, delivery and performance of this Agreement complies with all applicable laws relating to privacy and the Company’s and its Subsidiaries’ applicable privacy policies.
(v) Neither the Company nor any of its Subsidiaries is a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any Person.
Intellectual Property Contracts. Except as set forth in Section 2.7(b)(iv) of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is in material breach of any Company IP Contracts or any Company Third Party IP Contracts (other than “shrink wrap” and similar widely available commercial end-user licenses) and, to Company’s Knowledge, no other party has materially failed to perform under any of the Company IP Contracts or Company Third Party IP Contracts. Section 2.7(b)(iv) of the Company Disclosure Schedule contains a complete and accurate list of all material Company Third Party IP Contracts and all material Company IP Contracts.
Intellectual Property Contracts. (i) To the Knowledge of Company, each Company Third Party IP Contract is legal, valid, binding, enforceable, in full force and effect and, except as set forth in Section 2.7(e)(i) of the Company Disclosure Schedule, fully paid (and not subject to the payment of any fees, royalties or other payments). Neither Company, nor any of its Subsidiaries, has received any notice that any Company Licensed IP is subject to any outstanding injunction, judgment, order, decree, ruling or charge.
(ii) Except as set forth in Section 2.7(e)(ii) of the Company Disclosure Schedule, neither this Agreement nor the consummation of the transactions contemplated by this Agreement will automatically result in the breach, modification, cancellation, termination or suspension of any Company Third Party IP Contract.
(iii) Except as set forth in Section 2.7(e)(iii) of the Company Disclosure Schedule, neither this Agreement nor the transactions contemplated by this Agreement will result in (A) any third party being automatically granted rights, license, interest or access to, or the placement in or release from escrow, of any Company IP, (B) Company or any of its Subsidiaries automatically granting to any third party any right in any Company IP, (C) a loss of or Lien on any Company IP, or (D) Company or any of its Subsidiaries automatically being obligated contractually to pay any material royalties or other material amounts to any third party in excess of those payable in the ordinary course of business by Company or its Subsidiaries prior to the Closing.
(iv) None of Company or its Subsidiaries has transferred title to, or granted any exclusive license with respect to, any material Company IP.
Intellectual Property Contracts. (i) To the Knowledge of Parent, each Parent Third Party IP Contract is legal, valid, binding, enforceable, in full force and effect and, except as set forth in Section 3.7(e)(i) of the Parent Disclosure Schedule, fully paid (and not subject to the payment of any fees, royalties or other payments). Neither Parent, nor any of its Subsidiaries, has received any notice that any Parent Licensed IP is subject to any outstanding injunction, judgment, order, decree, ruling or charge.
(ii) Neither this Agreement nor the consummation of the transactions contemplated by this Agreement will automatically result in the breach, modification, cancellation, termination or suspension of any Parent Third Party IP Contract.
(iii) Neither this Agreement nor the transactions contemplated by this Agreement will result in (A) any third party being automatically granted rights, license, interest or access to, or the placement in or release from escrow, of any Parent IP, (B) Parent or any of its Subsidiaries automatically granting to any third party any right in any Parent IP, or (C) a loss of or Lien on any Parent IP or (D) Parent or any of its Subsidiaries automatically being obligated contractually to pay any material royalties or other material amounts to any third party in excess of those payable in the ordinary course of business by Parent or its Subsidiaries prior to the Closing.
(iv) None of Parent or its Subsidiaries has transferred title to, or granted any exclusive license with respect to, any material Company IP.
Intellectual Property Contracts. All Contracts transferring, licensing or setting forth rights or obligations with respect to the Seller Intellectual Property; and
Intellectual Property Contracts. (i) All Intellectual Property Contracts included in the Transferred Contracts are in full force and effect in accordance with their respective terms.
(ii) Seller and its subsidiaries are not in material breach of any of the Intellectual Property Contracts included in the Transferred Contracts, and, to Seller’s knowledge, no other party to any Intellectual Property Contract has materially failed to perform thereunder.
(iii) The consummation of the transactions contemplated by this Agreement will neither violate nor result in the material breach, modification, cancellation, termination or suspension of any Intellectual Property Contract included in the Transferred Contracts. Following the Closing Date, Purchaser will be permitted to exercise all of Seller’s and its subsidiaries rights under all such Intellectual Property Contracts, to the same extent Seller and its subsidiaries would have been able to had the transactions contemplated by this Agreement not occurred and without being required to pay any additional amounts or consideration other than fees, royalties or payments which Seller or its subsidiaries would otherwise be required to pay had such transactions contemplated hereby not occurred.
(iv) Neither this Agreement nor the transactions contemplated by this Agreement, including the assignment to Purchaser, of any Transferred Contracts will result in (i) any third party being granted rights or access to, or the placement in or release from escrow, of any software source code or other technology owned by Seller and included in the Transferred IP, (ii) Purchaser granting to any third party any right in any Intellectual Property (other than pursuant to licenses expressly granted by Seller under Transferred Contracts to improvements or future developments), (iii) Purchaser being bound by, or subject to, any non-compete or other restriction on the operation or scope of its businesses, or (iv) Purchaser being obligated to pay any royalties or other amounts to any third party at rates in excess of those payable by Seller or its subsidiaries prior to the Closing.
Intellectual Property Contracts. Any Contract to which any of the Target Companies is a party and pursuant to which a Target Company (A) is granted, permitted or otherwise obtains any right to use any Intellectual Property that is material to the conduct of the Target Business, (B) agrees not to use any Intellectual Property that is material to the conduct of the Target Business, (C) agrees not to use, assert or register any Intellectual Property that is material to the conduct of the Target Business, or (D) agrees to restrictions on its use, assertion or registration of any Intellectual Property that is material to the conduct of the Target Business, including license agreements, settlement agreements, coexistence agreements and covenants not to xxx (other than Contracts granting rights to use commercially available shrink wrap or click wrap Software that are not material to the conduct of the Target Business);
Intellectual Property Contracts. SCHEDULE 3.14(f) contains a list of (i) all Assumed Contracts relating to the Intellectual Property Assets to which Seller is a party or by which Seller is bound, except for any license for common publicly retailed software programs that are currently distributed and Contracts that involve a payment by Seller of aggregate annual royalties of less than One Hundred Thousand Dollars ($100,000) and (ii) all Assumed Contracts under which Seller has executory development, intellectual property grant-back, or non-competition obligations or requirements to commercialize intellectual property transferred, licensed or developed under the respective Assumed Contracts, the failure of which obligations or requirements to perform could reasonably be expected, in the aggregate, to have a Material Adverse Effect on the Business and Purchased Assets. SCHEDULE 3.14(f) identifies specifically each Assumed Contract under which Seller has granted a license of any kind to any Person in respect of any of the Non-Alpha Transferred IP Assets other than those Assumed Contracts, the granting of rights to such Person under which could not, in the aggregate, reasonably be expected to have a Material Adverse Effect on the Business and Purchased Assets.
Intellectual Property Contracts. (i) The contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(i) of the Company Disclosure Schedule include all material contracts, licenses and agreements pursuant to which any Person, including any Affiliate of the Company, has licensed or transferred any Intellectual Property to or from the Company related to magnetic disk technology, including the design or manufacture of any products of the Media Business.
(ii) The contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(ii) of the Company Disclosure Schedule include all contracts, licenses and agreements pursuant to which any Person, including any Affiliate of the Company, has licensed any Intellectual Property to the Company related to magnetic disk technology, including the design or manufacture of any products of the Media Business, which are to be assigned to the Company under the terms of this Agreement. All contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(ii) of the Company Disclosure Schedule are in full force and effect. Neither the execution nor delivery of the Agreement or any of the Collateral Documents nor the consummation of the transactions contemplated hereby or thereby will violate or result in the breach, modification, cancellation, termination, or suspension of the contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(ii) of the Company Disclosure Schedule. The Company is in compliance with, and has not breached any term of, the contracts, licenses and agreements listed on Section 3.11(a)(ii) of the Company Disclosure Schedule, and, to the knowledge of the Company, all other parties to the contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(ii) ------------------------------------------ "[***]" INDICATES REDACTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ------------------------------------------ of the Company Disclosure Schedule are in compliance with, and have not breached any term of, such contracts, licenses, sublicenses and agreements. Following the Closing Date, Komag will be permitted to exercise all of the Company's rights under the contracts, licenses, sublicenses and agreements listed in Section 3.11(a)(ii) of the Company Disclosure Schedule without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay.
(iii) Except as listed on Section 3.11(a)(iii) of th...
Intellectual Property Contracts. Section 3.7(a)(iii) of the Company Disclosure Schedule contains a complete and accurate list of all Contracts to which Company is a party (1) with respect to Company-Owned Intellectual Property licensed to any third party, or (2) pursuant to which a third party has licensed any Intellectual Property to Company (“Intellectual Property Contracts”).
