Intellectual Property — General Sample Clauses

Intellectual Property — General. (a) Seller shall not, directly or indirectly, perform or fail to perform any act whereby any Owned Intellectual Property or Assigned Intellectual Property may lapse, become abandoned, or become unenforceable, or as a result of which any opportunity to achieve incontestability or other favorable status or result with respect to any such Intellectual Property is lost. Before the Closing, neither Seller nor Parent, nor PRMA, nor Company, nor any Affiliate of any of the foregoing shall enter into any IP Agreement, other than purchases of licenses for commercial, off-the-shelf Software involving total license fees and other payments that do not exceed Twenty-Five Thousand Dollars ($25,000). (b) Upon Closing, Parent and its Affiliates agree not to claim any right, title or interest in, or interfere with the Company’s ownership or use of, any Owned Intellectual Property. (c) Purchaser acknowledges and agrees that (i), subject to Section 6.10(c), after the Closing, Seller, Parent and its Affiliates other than the Company, expressly retain all of their right, title and interest in and to all Intellectual Property that is not specifically identified as Owned Intellectual Property or Assigned Intellectual Property on Schedule 4.10(a) or Schedule 4.10(b), respectively, of the Seller Disclosure Schedules, and (ii) all existing Golf Course Intellectual Property, including without limitation the name “Xxxxx Valley Golf Club,” is not a part of the transactions contemplated hereby, and after the Closing, the MGM Entities shall be under no obligation to change or cease or desist from using any such existing Golf Course Intellectual Property, or make any changes to any names that include “Xxxxx” in such names, as is provided in the “Concurrent Use Agreement” to be in form and content mutually agreeable to Purchaser and Seller. Purchaser further acknowledges and agrees that after the Closing, Seller, Parent and its Affiliates other than the Company, retain all of their right, title and interest in and to any information that any of them have acquired or may acquire through independent means relating to any player on the Customer List, including without limitation through any such player’s participation in MGM MIRAGE’s Player’s Club or The One Club. (d) Ownership of rights in the Software specified on Schedule 6.9(d) that is owned by Parent or Seller or any of their Subsidiaries (other than the Company) that is Used Intellectual Property shall be retained by Parent or Seller o...
Sample 1
AutoNDA by SimpleDocs
Intellectual Property — General. (a) Seller shall not, directly or indirectly, perform or fail to perform any act whereby any Owned Intellectual Property material to the business of the Company or any Assigned Intellectual Property material to the business of the Company may lapse, become abandoned, or become unenforceable. (b) During the period between the date of the Agreement and the Closing (i) the Company shall not cease the Use of the Trademarks included in the Owned Intellectual Property or fail to maintain the level of the quality of products sold and services rendered under any such Trademark at a level at least substantially consistent with the quality of such products and services as of the date of this Agreement, and (ii) Company and its Affiliates shall take or cause to be taken all steps necessary or appropriate to insure that licensees of such Trademarks use such consistent standards of quality during the period between the date of this Agreement and the Closing Date. (c) The Purchaser and, from and after the Closing, the Company, agree not to claim any right, title or interest in, or interfere with Parent or its Affiliates’ ownership or use of, any Used Intellectual Property, other than Assigned Intellectual Property.
Sample 1
Intellectual Property — General. The Background Intellectual Property of each party remains the property of that party.
Sample 1
Intellectual Property — General. (a) Seller shall not, directly or indirectly, perform or fail to perform any act whereby any Owned Intellectual Property material to the business of either Company or any Assigned Intellectual Property material to the business of either Company may lapse, become abandoned, or become unenforceable. (b) The Purchaser and, from and after the Closing, the Companies, agree not to claim any right, title or interest in, or interfere with Parent or its Affiliates' ownership or use of, any Used Intellectual property, other than Assigned Intellectual Property. (c) Upon Closing, Seller, on behalf of itself and its Affiliates, agrees not to claim any right, title or interest in, or interfere with either Company's ownership or use of, any Owned Intellectual Property or Assigned Intellectual Property. (d) With respect to any Software owned by Parent or Seller or any of their Subsidiaries (other than either Company) that is Used Intellectual Property and not excluded from the transactions contemplated hereby pursuant to Section 2.2, Parent or Seller may elect to grant an irrevocable, perpetual, non-transferable license on a non-exclusive basis in and to such Software (in the form that it exists as of the Closing Date with no obligation to provide upgrades, updates, or other alternations) to Purchaser or either Company (rather than to make an assignment).
Sample 1
Intellectual Property — General. (a) Seller shall not, directly or indirectly, perform or fail to perform any act whereby any Owned Intellectual Property material to the business of the Company or any Assigned Intellectual Property material to the business of the Company may lapse, become abandoned, or become unenforceable. (b) During the period between the date of the Agreement and the Closing (i) the Company shall not cease the Use of the Trademarks included in the Owned Intellectual Property or fail to maintain the level of the quality of products sold and services rendered under any such Trademark at a level at least substantially consistent with the quality of such products and services as of the date of this Agreement, and (ii) Company and its Affiliates shall take or cause to be taken all steps necessary or appropriate to insure that licensees of such Trademarks use such consistent standards of quality during the period between the date of this Agreement and the Closing Date. (c) The Purchaser and, from and after the Closing, the Company, agree not to claim any right, title or interest in, or interfere with Parent or its Affiliates’ ownership or use of, any Used Intellectual Property, other than Assigned Intellectual Property. (d) Upon Closing, Seller, on behalf of itself and its Affiliates, agrees not to claim any right, title or interest in, or interfere with the Company’s ownership or use of, any Owned Intellectual Property or Assigned Intellectual Property. (e) With respect to any Software owned by Parent or Seller or any of their Subsidiaries (other than the Company) that is Used Intellectual Property and not excluded from the transactions contemplated hereby pursuant to Section 2.2, Parent or Seller may elect to grant an irrevocable, perpetual, non-transferable license on a non-exclusive basis in and to such Software (in the form that it exists as of the Closing Date with no obligation to provide upgrades, updates, or other alternations) to Purchaser or the Company (rather than to make an assignment).
Sample 1
Intellectual Property — General. Each of the Company and the Controlled Subsidiaries own, possess, license or have rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, inventions, discoveries, concepts, ideas, techniques, methods, source codes, object codes, copyrights, manufacturing processes, formulae, computer software, databases, works of authorship, technology, trade secrets, know-how, and other unpatented and/or unpatentable proprietary or confidential information, collaborative research agreements, systems or procedures and material intangible property and assets (collectively, "INTELLECTUAL PROPERTY") necessary to the conduct of its business as currently conducted. The Company reasonably believes it will be able to own or possess adequate licenses or other rights to use all Intellectual Property necessary to the conduct of its business as described in the Registration Statement and the Prospectus. The descriptions of the Company's and each Controlled Subsidiary's Intellectual Property in the Registration Statement and the Prospectus fairly and accurately describe the Company's and each Controlled Subsidiary's rights with respect to its Intellectual Property. There are no claims, actions, or proceedings pending or, to the Company's best knowledge, threatened, challenging the validity of any of its or any Controlled Subsidiary's claims in any of the Intellectual Property, and the Company is unaware of any fact that the Company believes could form a reasonable basis for any such claim, action or proceeding.
Sample 1
Intellectual Property — General 
Sample 1
AutoNDA by SimpleDocs

Related to Intellectual Property — General

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

  • Intellectual Property Matters A. Definitions

  • Intellectual Property Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party. 20.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • New Intellectual Property 15.1. Each shareholder understands that whilst associated with the Company, he may discover or ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ : 15.1.1 do his utmost to ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ; 15.1.2 inform the Company ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ; 15.1.3 provide to the Company whatever full code, passwords, specification, ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 15.2. To make this effective each shareholder now undertakes to do whatever is ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . 15.3. This paragraph does not apply to Intellectual Property created by ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!