Intellectual Property; Data Security Sample Clauses

Intellectual Property; Data Security. (a) Each Loan Party owns, is licensed to use or otherwise has the right to use, all Intellectual Property that is necessary to the conduct of such Loan Party’s business, taken as a whole, as currently conducted except for such Intellectual Property the failure of which to own or license or otherwise have the right to use would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (i) The Owned Intellectual Property, Licensed Intellectual Property and the conduct and operations of the business of each Loan Party and each Restricted Subsidiary as currently conducted does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person, (ii) except as set forth on Schedule 3.16, no other Person has contested in writing any right, title or interest of such Loan Party or any Restricted Subsidiary of such Loan Party in, or relating to, any Intellectual Property and (iii) each Loan Party is the owner of its Owned Intellectual Property free and clear of any Lien other than any Permitted Liens, other than, in the case of (i), (ii) or (iii) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) With respect to each Loan Party (i) none of the Owned Intellectual Property and, to the knowledge of such Loan Party, none of the Licensed Intellectual Property has been adjudged invalid or unenforceable in whole or part, and, to the knowledge of such Loan Party, all such Owned Intellectual Property and, to the knowledge of such Loan Party, all of the Licensed Intellectual Property is valid and enforceable, and (ii) there exist no restrictions on the disclosure, use, license or transfer of any Owned Intellectual Property or, to the knowledge of such Loan Party, of any Licensed Intellectual Property, other than, in the case of (i) or (ii) above, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Each Loan Party has taken all actions reasonably necessary to maintain and protect its rights in its Owned Intellectual Property and Licensed Intellectual Property, including payment of applicable maintenance fees and filing of applicable statements of use, other than, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Each Loan Party has taken commercially reasonable actions to protect and maintain the secu...

Intellectual Property; Data Security. (a) All of the Purchaser Owned Intellectual Property is subsisting, and to Purchaser’s Knowledge, valid (or, in the case of pending applications, validly applied for) and enforceable. Purchaser owns all right, title, and interest in and to the Purchaser Owned Intellectual Property, free and clear of any Lien (other than Permitted Liens) and has the valid and legally enforceable right to use the Purchaser Licensed Intellectual Property as necessary for or used or held for use in the operation of Purchaser’s business as currently conducted. The Purchaser Intellectual Property constitutes all Intellectual Property that is necessary for or used in the operation of Purchaser’s business. (b) With respect to the Purchaser Owned Intellectual Property, Purchaser or its Subsidiary, as applicable, is the sole and exclusive owner, and neither Purchaser nor its Subsidiaries has transferred to, or permitted under any Contract to which Purchaser is a party, any third party to retain ownership of or has granted any exclusive licenses to a third party in respect of any of such Purchaser Owned Intellectual Property. (c) The Purchaser Owned Intellectual Property, the conduct of Purchaser’s business as currently conducted and as proposed to be conducted, and all of the products sold and services provided by Purchaser in connection therewith, do not infringe, dilute, misappropriate or otherwise violate, and since the Lookback Date, have not infringed (directly, contributorily, by inducement or otherwise), diluted, misappropriated or otherwise violated any Intellectual Property of any other Person. Except as set forth on Schedule 6.9(c), as of the date of this Agreement, and since the Lookback Date, there have been no pending, or threatened in writing, claims (including cease and desist letters, invitations to take a license, and indemnification claims or notices), Proceedings, or litigation related to the Purchaser Owned Intellectual Property. To Purchaser’s Knowledge, no third party is infringing, diluting, misappropriating or otherwise violating any material Purchaser Intellectual Property. (d) Purchaser and its Subsidiaries take and have taken commercially reasonable steps to protect and maintain the Purchaser Owned Intellectual Property constituting trade secrets under applicable Law and the confidentiality of the Know-How in its possession. Except where failure to do so would not be material to the Purchaser and its Subsidiaries taken as a whole, each employee, consultant...

Intellectual Property; Data Security. (a) Schedule 4.15(a) of the Disclosure Schedules contains a complete and accurate list of all (i) (x) Patents owned by the Company (“Company Patents”), (y) registrations and applications for Marks owned by the Company (“Company Marks”) and (z) registrations and applications for Copyrights owned by the Company (“Company Copyrights”), (ii) licenses, sublicenses or other agreements under which the Company is granted rights by others in Intellectual Property (“Licenses In”) (other than commercial off the shelf software), and (iv) licenses, sublicenses or other agreements under which the Company has granted rights to others in Intellectual Property (other than agreements entered into in the Ordinary Course of Business in the Company’s standard forms) (“Licenses Out”). (b) With respect to the Company Owned Intellectual Property, the Company exclusively owns such Company Owned Intellectual Property and, without payment to a third party, possesses adequate and enforceable rights to such Intellectual Property as necessary for the operation of the Business in the Ordinary Course of Business and (B) with respect to the Company Intellectual Property licensed to the Company by a third party (other than commercial off the shelf software), the Company possesses adequate and enforceable rights to such Company Intellectual Property as necessary for the operation of the Business in the Ordinary Course of Business; in each case, free and clear of all Liens other than Permitted Liens. (c) To the Knowledge of the Company, all Company Intellectual Property owned by the Company are valid and enforceable, and all Company Patents, Company Marks and Company Copyrights that have been issued by, or registered, or are the subject of an application filed with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency anywhere in the world are currently in compliance with formal legal requirements (including, as applicable, the payment of filing, examination and maintenance fees, inventor declarations, proofs of working or use, timely post-registration filing of affidavits of use and incontestability and renewal applications). All Company Owned Intellectual Property that have been issued by, or registered with, or the subject of an application filed with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency anywhere in the world are registered in the name of the Company and/or ...

Intellectual Property; Data Security. (a) Schedule 4.6(a) of the Disclosure Schedule contains a true and complete list as of the date of this Agreement of (i) all of the Intellectual Property that is registered or subject to an application for registration by the Company or any of its Subsidiaries (“Registered Intellectual Property”), and (ii) software owned by the Company or any of its Subsidiaries that is material to the conduct of the Business as of the date hereof (“Material Proprietary Software”). (b) Except as disclosed in Schedule 4.6(b) of the Disclosure Schedule: (i) the Company or a Subsidiary, as applicable, is the sole owner of the Registered Intellectual Property and Material Proprietary Software, such ownership being free and clear of all Liens (except for Permitted Liens), and none of the Company and its Subsidiaries has granted any exclusive licenses to a third party in respect of any of such Registered Intellectual Property or Material Proprietary Software; and (ii) to the Knowledge of the Company, the Registered Intellectual Property is valid and enforceable. There are no pending or threatened (in writing) claims alleging any item of Registered Intellectual Property is invalid or unenforceable, except as enforceability may be limited by the Enforceability Exceptions. (c) Within the last two (2) years the Company and its Subsidiaries have not violated, infringed upon, or misappropriated any Intellectual Property that would have a Material Adverse Effect. There are no, and within the last two (2) years there have not been any, pending, or threatened (in writing), claims (including cease and desist letters, invitations to take a license and indemnification claims or notices), proceedings or litigation related to Intellectual Property, except where such claims, proceedings or litigation would not have a Material Adverse Effect. To the Knowledge of the Company, no third party is, or in the last two (2) years has been, violating, infringing or misappropriating any Registered Intellectual Property, and there are no, and within the last two (2) years there have not been any, pending, or threatened (in writing), claims (including cease and desist letters, invitations to take a license and indemnification claims or notices), proceedings or litigation related thereto, except as would not have a Material Adverse Effect. (d) Each of the Company and its Subsidiaries takes and has taken commercially reasonable steps to (i) protect and maintain the Registered Intellectual Property and the co...

Intellectual Property; Data Security. (a) Schedule 5.12(a)(i) (with respect to the Company Trademarks), Schedule 5.12(a)(ii) (with respect to the Company Patents), and Schedule 5.12(a)(iii) (with respect to the Company Copyrights) set forth complete and accurate lists of all of the Company Trademarks, Company Patents, and Company Copyrights that are the subject of a registration or pending application, including the owner, application and registration or grant number (if applicable), relevant jurisdiction, status/next deadline in each case, registered with a Governmental Authority or a domain name registrar. Schedule 5.12(a)(iv) sets forth a complete and accurate list of all material Company Owned Software. All of the Company Owned Intellectual Property is subsisting, and to the Company’s Knowledge, valid (or, in the case of pending applications, validly applied for) and enforceable. The Company Entities own all right, title, and interest in and to the Company Owned Intellectual Property, free and clear of any Lien (other than Permitted Liens) and have the valid and legally enforceable right to use Company Licensed Intellectual Property as necessary for or used or held for use in the operation of the Business. All registration, maintenance and renewal fees required as of the date of this Agreement to be paid in connection with the Company Owned Intellectual Property have been paid and all necessary documents and certificates in connection with the foregoing have been filed with the relevant Governmental Authorities for the purposes of registering, perfecting, prosecuting, and maintaining the foregoing. All Company Intellectual Property will be owned or available for use (as applicable) by a Company Entity on substantially similar terms and conditions immediately after the Closing, and there is no (i) Intellectual Property that is owned by, (ii) Company Owned Intellectual Property licenses to, or (iii) Intellectual Property exclusively licensed to, the Spinoff Business that is necessary for or used in the operation of the Business. The Company Intellectual Property constitutes all Intellectual Property that is necessary for or used in the operation of the Business. (b) Except as set forth on Schedule 5.12(b), with respect to the Company Owned Intellectual Property: a Company Entity is the sole and exclusive owner, and no Company Entity has transferred to, or permitted under any Contract to which a Company Entity is a party, any third party to retain ownership of or has granted any exclusive lic...

Intellectual Property; Data Security. (a) Schedule 3.10(a) sets forth a true, complete and correct list of all Seller Intellectual Property: (i) that is registered or issued or subject of an application for registration or issuance in the United States Patent and Trademark Office, United States Copyright Office or any similar intellectual property office or registrar in any other jurisdiction (the “Seller Registered IP”) (including for each item, the owner, the jurisdiction or registrar, the registration or application number, the registration or application date, the status, and the expiration date); (ii) that is a material unregistered Mark or material unregistered proprietary software, (iii) social media accounts and/or (iv) websites and toll free telephone numbers used, in each case, owned or purported to be owned by each Seller. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all necessary payments (including registration, maintenance, renewal and other filing fees due through the date that is thirty (30) days after the Closing Date) with respect to any material Seller Registered IP have been timely paid and all necessary filings (including necessary documents and certificates) in connection therewith have been timely filed with the relevant Governmental Body in the United States or foreign jurisdictions, as the case may be, and all other actions required to be taken for the purpose of maintaining such Seller Registered IP in full force and effect have been taken. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Sellers possess and are the sole and exclusive owner of (and upon Closing, Purchaser will possess and be the sole and exclusive owner of) all of the entire worldwide rights, title and interest in and to all Seller Intellectual Property and has a valid and enforceable license pursuant to an Assigned Contract (or otherwise has sufficient rights under applicable Law) to use and license (and upon Closing, Purchaser will have a valid and enforceable license pursuant to an Assigned Contract (or otherwise have sufficient rights under applicable Law) to use and license), as the case may be, all other Intellectual Property as used or licensed in the Business, in each case, free and clear of all Encumbrances (other than Permitted Encumbrances and DIP Encumbrances (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing) and other ...

Intellectual Property; Data Security. (a) Wind River and each of its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all United States and foreign patents, trademarks, trade names, trade dress, service marks, copyrights, domain names and any applications and registrations therefor, technology, know-how, computer software programs or applications (including application software and system software, source code, object code, computer software databases, programs and similar systems, and tangible or intangible proprietary information or materials, including trade secrets and any other similar type of proprietary intellectual property right (collectively, "Intellectual Property") that are material to the business of Wind River or any of its Subsidiaries as currently conducted, and any such patents, trademarks, trade names, service marks and copyrights held by Wind River or any of its Subsidiaries are valid and enforceable. (b) To the knowledge of Wind River, the use of Intellectual Property by Wind River and its Subsidiaries does not conflict with or infringe on the Intellectual Property of any other Person and no other Person's operations conflict with or infringe the use of any material Intellectual Property of Wind River or any of its Subsidiaries. There are no Actions pending or, to the knowledge of Wind River, threatened against or by Wind River or any of its Subsidiaries (i) challenging the rights of Wind River or any of its Subsidiaries to use or own any of its Intellectual Property or (ii) claiming a conflict or infringement by Wind River or any of its Subsidiaries with any Intellectual Property rights of any other Person or a conflict or infringement by any other Person with any Intellectual Property rights of Wind River or its Subsidiaries. (c) Each of Wind River and its Subsidiaries has been and is in material compliance with (i) all Laws concerning privacy or security, and (ii) all of its internal policies and/or agreements with other Persons concerning privacy or security.

Intellectual Property; Data Security. 3.13.1. Schedule 3.13.1 accurately and completely identifies (a) each item of Company Registered IP and the owner of record; (b) the jurisdiction in which such item of Company Registered IP has been registered or filed, the filing or registration date and the 74163855_1 applicable registration or serial number; and (c) any Third Party that has an ownership interest in such item of Company Registered IP and the nature of such ownership interest. Schedule 3.13.1 also identifies each item of Company IP that is (i) custom or proprietary Software, (ii) an unregistered Trademark that is material to the Business, or (iii) an unregistered Copyright that is owned by any Acquired Company and material to the Business. 3.13.2. Schedule 3.13.2 accurately and completely identifies (a) all Company Licensed IP, except Off-the-Shelf Software; (b) the corresponding Contractual Obligations pursuant to which the Company-Licensed IP is licensed; (c) whether such licenses granted for the Company Licensed IP are exclusive or nonexclusive; and (d) any restrictions on the applicable Acquired Company’s use of such Company Licensed IP (including by geography or business lines). 3.13.3. Schedule 3.13.3 accurately and completely identifies the Contractual Obligations pursuant to which a Third Party has been granted a license or other right (whether or not currently exercisable) in Company IP by any Acquired Company. The Acquired Companies are not bound by, and no Company IP is subject to, any Contractual Obligation containing any covenant or other provision that materially limits or restricts the ability of the Acquired Companies to use, exploit, assert, or enforce any Company IP anywhere in the world. No royalties or other payments relating to the use of Intellectual Property are payable by the Acquired Companies to any Third Party except royalties paid for Off-the-Shelf Software. 3.13.4. The Acquired Companies solely and exclusively own all right, title, and interest to and in the Company IP (other than title to Intellectual Property licensed to the Acquired Companies, as identified in Schedule 3.13.2) free and clear of any Encumbrances, other than Permitted Encumbrances. The Company IP constitutes all of the Intellectual Property that is used or exploited in the Business. Except as would not reasonably be expected to result in a Material Adverse Effect, the Acquired Companies (a) own or have sufficient rights to use all Company IP and (b) will have the same rights to use the Compan...

Intellectual Property; Data Security. The Company and its Subsidiaries own, possess, license, or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, inventions, trade secrets, technology, Internet domain names, know-how, and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses as now conducted or as proposed to be conducted free and clear of all Liens and such Intellectual Property is valid, subsisting and enforceable, and (1) No claims have been asserted or, to the Company’s Knowledge, threatened in writing against the Company or any of its Subsidiaries relating to data security, privacy, or the storage, transfer, use or processing of data (including Personally Identifiable Information), and (2) to the Company’s Knowledge, the Company and its Subsidiaries are not and have never been the subject of any audits, investigations or other inquiries or Proceedings relating to data security, privacy, or the storage, transfer, use or processing of data (including Personally Identifiable Information) from any Governmental Entity, in the case of clause (1) or clause (2).

Intellectual Property; Data Security. The representations and warranties in this Section 3.14 are the sole and exclusive representations and warranties pertaining or relating to any Intellectual Property matter.