Intellectual Property; Data Privacy Sample Clauses
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Intellectual Property; Data Privacy. (a) Each of the Company and its Subsidiaries owns, is licensed to use, pursuant to valid, enforceable and binding Contracts, or otherwise has the right to use all Intellectual Property used, held for use or necessary for the operation of the business of the Company and its Subsidiaries (collectively, the “Company Intellectual Property”) free and clear of all Liens (other than Permitted Liens), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 3.17(a) of the Company Disclosure Letter sets forth a true and complete list of the following which are owned or purported to be owned by the Company and its Subsidiaries: (i) patents and patent applications, (ii) registered trademarks and applications therefor, (iii) registered copyrights and applications therefor, and (iv) domain name registrations ((i) - (iv), the “Company Registered IP”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions do not and will not encumber, impair or extinguish any of the Company Intellectual Property.
(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) none of the Company Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries (“Company Owned Intellectual Property”) (A) has been adjudged invalid or unenforceable in whole or in part, or (B) is the subject of any cancellation or reexamination proceeding or any other proceeding challenging its ownership, use, registrability, validity and enforceability, and (ii) to the Knowledge of the Company, all Company Registered IP is subsisting, in full force and effect, and, to the Knowledge of the Company, valid and enforceable, and all renewal fees and other maintenance fees have been paid. There exist no material contractual restrictions on the disclosure, use, license or transfer of any Company Owned Intellectual Property.
(c) Except as set forth in Section 3.17(c) of the Company Disclosure Letter, or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the conduct of the business of the Company and its Subsidiaries does not infringe upon, misappropriate or otherwise violate, and has not, since...
Intellectual Property; Data Privacy. (a) Except as would not have a Parent Material Adverse Effect, Parent and its Subsidiaries (i) are the sole and exclusive owners of all Intellectual Property owned or purported to be owned by Parent or any of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens.
(b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person.
(c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole.
(d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property.
(e) Parent and its Subsidiaries have taken reasonable measures...
Intellectual Property; Data Privacy. (a) All Intellectual Property is either owned by MediGuide (the “Owned Intellectual Property”) or used by MediGuide pursuant to a valid license Contract (the “Licensed Intellectual Property”).
(b) The Converting Holders’ Representative has made available to Company a complete and accurate list of (i) all Owned Intellectual Property that is registered, issued, or the subject of a pending application, and (ii) all material unregistered Owned Intellectual Property. All of such registrations, issuances, and applications are valid, in full force and effect, and have not expired or been cancelled, abandoned, or otherwise terminated. MediGuide owns and possess all right, title, and interest in and to its Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens).
(c) To the Knowledge of the Converting Holders’ Representative, (i) the conduct of the Business does not infringe or otherwise violate any Intellectual Property or other proprietary rights of any other Person, and (ii) no Person is infringing or otherwise violating any Owned Intellectual Property or any rights of MediGuide in any Licensed Intellectual Property.
Intellectual Property; Data Privacy. (a) The Company and each of the other Group Companies own and possess, all right, title, and interest in and to, free and clear of all Liens, except for Permitted Liens, or have a valid and enforceable license to use, all Intellectual Property used in, held for use, or necessary to carry on the business now operated by them in each country in which they operate. Neither the Company nor any of the other Group Companies has received any notice of, nor is there or has there been, any infringement, misappropriation or other violation of or conflict in any jurisdiction with rights of others with respect to any Intellectual Property, nor, to the Company’s Knowledge, are there any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of the other Group Companies therein, and which infringement, misappropriation, violation or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
(b) Each Group Company uses commercially reasonable efforts to protect the confidentiality of Intellectual Property owned by each Group Company and the confidentiality, integrity and security of the Company IT Systems in all material respects. Each Group Company complies with, and has at all times complied with, all Data Security Requirements in all material respects. In the past three (3) years, no Group Company has experienced any material breach of security implicating personal data, and no Group Company has received any notices from any Person or been the subject of any material claim or material Action (including any fines or other sanctions) with respect to any of the foregoing or any material non-compliance with any Data Security Requirements.
Intellectual Property; Data Privacy. (a) Schedule 4.13 sets forth a list of all United States and foreign: (i) issued Patents and Patent applications, (ii) Trademark registrations (including material domain names) and Trademark applications, and (iii) Copyright registrations and Copyright applications, in each case, that are owned by or filed in the name of the Company or any of its Subsidiaries (such Intellectual Property, the “Registered IP”). All material Registered IP is in effect and subsisting, and, to the Knowledge of the Company, valid and enforceable. All necessary registration, maintenance and renewal fees in connection with any material item of Registered IP have been paid, and to the Company’s Knowledge, no material Registered IP has been adjudged invalid or unenforceable by a Governmental Authority. The Company or one of its Subsidiaries exclusively owns all right, title and interest in and to each item of material Owned IP. The Company and its Subsidiaries own, in each case free of all Liens other than Permitted Liens, or have a license to or other right to use, all of the Intellectual Property used in the conduct of their respective businesses; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or any other violation of Intellectual Property (which is addressed below in this Section 4.13).
(b) No Proceeding is (i) pending or threatened in writing against the Company or any of its Subsidiaries alleging that any of the Company or any of its Subsidiaries is infringing, misappropriating or otherwise violating any Person’s Intellectual Property (including in the form of any unsolicited offers to license any Person’s Intellectual Property) or (ii) pending or threatened in writing by any of the Company or any of its Subsidiaries alleging that any Person is infringing, misappropriating or otherwise violating any Owned IP. The conduct of the businesses of the Company and its Subsidiaries as currently conducted does not infringe, misappropriate or otherwise violate, and in the past five (5) years has not infringed, misappropriated, or otherwise violated, the Intellectual Property of any Person and (b) to the Knowledge of the Company, no Person is infringing, misappropriating or otherwise violating any Owned IP.
(c) The Company and each of its Subsidiaries have taken actions reasonable under the circumstances to maintain and protect all of the Owned IP (including the secrecy and confidentiality of all material Trade Secrets inclu...
Intellectual Property; Data Privacy. (a) Schedule 3.17 lists all patents, patent applications, trademarks, service marks, trade dress, logos, slogans, internet domain names, copyrights and Software that are used in each Seller’s businesses or in which any Seller claims any ownership rights. Each Seller is the owner of or duly licensed to use its Intellectual Property Assets, and all Intellectual Property Assets exist, have been maintained in good standing and, as applicable, have been properly assigned or licensed to each Seller. No other Person has or, to Seller’s Knowledge, claims the right to use in connection with similar or closely related goods and in the same geographic area, any mark that is identical or confusingly similar to any trademark, service mark, trade dress, logo, slogan, internet domain name or copyright owned or used by any Seller. No other Person has or, to Seller’s Knowledge, claims ownership rights in any Intellectual Property Asset, except to the extent that such Intellectual Property Asset has been properly licensed to or by each Seller. Each Seller’s use of the Intellectual Property Assets does not infringe, misappropriate or otherwise violate any intellectual property of any other Person, and, to Seller’s Knowledge, no Person has claimed any such infringement, misappropriation or other violation. To Seller’s Knowledge, no other Person is infringing, misappropriating or otherwise violating any Intellectual Property Asset. Each Seller has used commercially reasonable efforts to secure their trade secrets and other proprietary non-public information. Each Seller has, and after the Closing the Purchaser will have, the legal right to use all copies of all Software currently used in their businesses. The Intellectual Property Assets constitute all of the Intellectual Property and Intellectual Property Licenses necessary for each Seller to conduct their businesses as currently conducted.
(b) Each Seller has used commercially reasonable efforts to safeguard the information technology systems utilized in their businesses, including the implementation of policies and procedures to ensure that such systems are free from disabling codes or instructions, time, copy protection device, clock, counter or other limiting design or routing and any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other Software or hardware that permit unauthorized access or the unauthorized disablement or erasure of data or other Software. To Seller’s Knowledge, there ha...
Intellectual Property; Data Privacy. (a) All Intellectual Property that is used in the operation of the Business is either owned by Constellation (the “Owned Intellectual Property”) or used by Constellation pursuant to a valid license Contract (the “Licensed Intellectual Property”).
(b) Constellation has made available to the Company a complete and accurate list of (i) all Owned Intellectual Property that is registered, issued, or the subject of a pending application, and (ii) all material unregistered Owned Intellectual Property. All of such registrations, issuances, and applications are valid, in full force and effect, and have not expired or been cancelled, abandoned, or otherwise terminated. Constellation owns and possess all right, title, and interest in and to its Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens).
(c) To the Knowledge of Constellation, (i) the conduct of the Business does not infringe or otherwise violate any Intellectual Property or other proprietary rights of any other Person, and (ii) no Person is infringing or otherwise violating any Owned Intellectual Property or any rights of Constellation in any Licensed Intellectual Property.
Intellectual Property; Data Privacy. (1) Section 2.2(r)(1) of the Company Disclosure Schedule contains a true, correct and complete list of all of the following: (i) registered Patents, Trademarks, domain names and Copyrights and applications for any of the foregoing that have been filed with the applicable Governmental Entity that are owned or purported to be owned by the Company or any of its Subsidiaries (“Company Registered IP”) (showing in each, as applicable, the filing date, date of issuance, expiration date and registration or application number, and registrar).
(2) The Company or a Subsidiary of the Company solely and exclusively owns, free and clear of all Liens (other than Permitted Liens), all
Intellectual Property; Data Privacy. (a) Section 4.20(a) of the Company Disclosure Letter sets forth a true and complete list of all (i) patents and patent applications; (ii) trademark registrations and applications; (iii) copyright registrations and applications; (iv) domain names, in each case, owned or purported to be owned by the Company or any of its Subsidiaries ((i)-(iv) collectively, “Company Registered IP”), indicating for each, (a) the name (or names for co-applicants/registrants/owners) of applicant/registrant and current owner, (b) the applicable jurisdiction, registration number (or application number), (c) the date issued (and date filed) and (d) the status (including the next action or payment and date due); and (v) a true and complete list of all unregistered Trademarks owned or purported to be owned by the Company or any of its Subsidiaries that is material to the business. (A) All of the Company Registered IP is subsisting and, to the Knowledge of the Company, valid and enforceable, in the case of any Company Registered IP that is registered or issued, (B) no Company Registered IP is involved in any interference, reissue, derivation, reexamination, opposition, cancellation or similar Action and, to the Knowledge of the Company, no such Action is threatened with respect to any of the Company Registered IP and (C) except as set forth on Section 4.20(a), the Company or its Subsidiaries own exclusively, free and clear of any and all Liens (other than Permitted Liens of the Company and its Subsidiaries), all Company Owned IP. All Company Registered IP is in compliance in all material respects with all legal requirements (including the timely filing of responses, statements or affidavits of use and incontestability and renewal applications and required fees with respect to Trademarks and the payment of filing, examination, maintenance and other fees and the filing of responses, declarations and affidavits and compliance with any duty of disclosure with respect to Patents), have not been adjudged to be invalid or unenforceable in whole or in part, and are not subject to any fees, responses or actions falling due within ninety (90) days after the Closing Date.
(b) The Company and its Subsidiaries have taken commercially reasonable measures to maintain the confidentiality of all information that constitutes or constituted a material Trade Secret of the Company or its Subsidiaries, including requiring all Persons having access thereto to execute written non-disclosure agreements or ot...
Intellectual Property; Data Privacy. (a) Section 3.10(a) of the Athena Disclosure Letter identifies, as of the date of this Agreement, each material item of Registered IP which Athena or any of its Subsidiaries owns or purports to own (the “Athena Material Registered IP”). The Athena Material Registered IP is subsisting, and to the Knowledge of Athena, none of the Athena Material Registered IP is invalid or unenforceable.
(b) The Athena Companies solely and exclusively own all right, title, and interest to and in the material Athena IP free and clear of any Encumbrances other than Permitted Encumbrances, and the Athena Companies have valid rights to use, pursuant to an inbound Athena IP License (or Other IP Licenses), all other material Intellectual Property Rights used by or necessary for the conduct of the Athena Companies’ business (provided that the foregoing is not a representation with respect to infringement, misappropriation or other violation of third party Intellectual Property Rights, which is covered under Section 3.10(f)).
(c) To the Knowledge of Athena, the Athena Companies have taken commercially reasonable steps to maintain the confidentiality of the material trade secrets included in the Athena IP. No such trade secret material to Athena as presently conducted and presently proposed to be conducted has been authorized to be (or has actually been) disclosed by the any of the Athena Companies to any other Person, other than pursuant to a written non-disclosure agreement (or obligations by operation of law) restricting the disclosure and use thereof.
(d) The Athena Companies have executed valid written agreements with each of their former and current employees, consultants and independent contractors (or such Persons have obligations by operation of law) to the extent engaged in the creation or development of any material Athena IP, pursuant to which each such Person has: (i) agreed to hold all material trade secrets of the Athena Companies in confidence both during and after such Person’s employment or retention, as applicable; and (ii) assigned to Athena (or its applicable Subsidiary) all of such Person’s rights, titles and interests in and to all such Athena IP, in each case created or developed for the Athena Companies in the course of such Person’s employment or retention thereby. To the Knowledge of Athena, no party thereto is in default, violation or breach of any such agreements, except where such default, violation or breach would not be material to Athena. No governmen...