Intellectual Property — General Sample Clauses
The 'Intellectual Property - General' clause defines the ownership, use, and protection of intellectual property (IP) created or used in connection with an agreement. It typically clarifies whether IP rights in materials, inventions, or works developed during the relationship belong to one party or are shared, and may outline each party’s rights to use pre-existing IP. This clause is essential for preventing disputes over IP ownership and ensuring both parties understand their rights and obligations regarding intellectual property.
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 “▇▇▇▇▇ 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 “▇▇▇▇▇” 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...
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.
Intellectual Property — General. (i) For each representation and warranty in this Section 6.06 that refers to a Sponsor Entity, individually or collectively, Ford makes such representation and/or warranty solely for itself and with respect to any Project IP or technology owned or controlled, licensed or made available to Borrower, or required to be licensed or made available to Borrower, by Ford, or any Project IP Agreement to which Ford is a party. Ford makes no representations and warranties with respect to Project IP or technology owned or controlled, licensed or made available to Borrower, or required to be licensed or made available to Borrower, by an SK Entity, or any Project IP Agreement to which an SK Entity is a party.
(ii) For each representation and warranty in this Section 6.06 that refers to a Sponsor Entity, individually or collectively, the SK Entities make such representation and/or warranty solely for the SK Entities and with respect to any Project IP or technology owned or controlled, licensed or made available to Borrower, or required to be licensed or made available to Borrower, by an SK Entity, or any Project IP Agreement to which an SK Entity is a party. The SK Entities make no representations and warranties with respect to Project IP or technology owned or controlled, licensed or made available to Borrower, or required to be licensed or made available to Borrower, by Ford, or any Project IP Agreement to which Ford is a party.
(iii) As applicable, at the relevant time, each Sponsor Entity exclusively owns, or has a valid and enforceable license or right to use, all Project IP and all other technology necessary for it (to the extent required of the Sponsor Entity), or that it sublicenses or otherwise makes available to the Borrower, to: (A) develop, design, engineer, procure, construct, startup, commission, operate, use and maintain the Project; (B) complete the activities designated to be completed in the relevant Facility, or to achieve Facility Completion for each Facility, and (C) exercise its rights and perform its obligations under the Major Project Documents. The foregoing is not intended to be a representation or warranty regarding the absence of infringement, misappropriation or other violation of Intellectual Property, which is addressed in Section 6.06(b) (
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 ▇▇▇▇ 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.
Intellectual Property — General. (i) To the extent that it owns any Project IP, each Borrower Affiliate exclusively owns, or has a valid and enforceable license or right to use and sublicense, such Project IP.
(ii) Each Borrower Affiliate is not in material breach of or default under any Project IP Agreement then in effect. To each Borrower Affiliate’s Knowledge, there are no facts or circumstances that would be reasonably expected (after the giving of notice, the lapse of time, or both) to give rise to any revocation or termination of any Project IP Agreement, or any Borrower Affiliate’s rights or licenses (including sublicenses) to Project IP thereunder.
(iii) To the extent that it owns any Project IP, each Borrower Affiliate’s right, title and interest in and to all Project IP owned or licensed by such Borrower Affiliate is free and clear of all Liens, except for Permitted Liens.
Intellectual Property — General. (i) Such Sponsor Entity directly or indirectly exclusively owns, or has a valid and enforceable license or right to use with sufficient scope: (A) all Project IP; and (B) all other technology necessary to: (I) develop, design, engineer, procure, equip, construct, startup, commission, operate, use and maintain the Project; (II) achieve Project Completion; and (III) exercise its rights and perform its obligations under the Major Project Documents, as applicable at the relevant time.
(ii) No Sponsor Entity is in material breach of or default under any Project IP Agreement. To such Sponsor Entity’s Knowledge, there are no facts or circumstances that would be reasonably expected (after the giving of notice, the lapse of time, or both) to give rise to any revocation or termination of any Project IP Agreement, or any Sponsor Entity’s or the Borrower’s rights or licenses to Project IP thereunder.
(iii) All Project IP owned by any Sponsor Entity is subsisting and, to such Sponsor Entity’s Knowledge, valid and enforceable. Such Sponsor Entity’s right, title and interest in and to all Project IP owned or licensed by such Sponsor Entity is free and clear of all Liens, except for Permitted Liens.
(iv) The Project IP constitutes all of the Intellectual Property (other than Commercially Available Software) that, at the relevant time, is necessary: (A) for the Project and to achieve Project Completion; and (B) to exercise such Sponsor Entity’s rights and perform its obligations under the Major Project Documents, as applicable. The foregoing is not intended to be a representation or warranty regarding the absence of infringement, misappropriation or other violation of Intellectual Property, which is addressed in clause (b) below.
(v) No Governmental Authority, university or other educational or research institution funding, facilities or personnel were used in the development of any Project IP in a manner that has adversely affected, or would reasonably be expected to adversely affect: (A) any Sponsor Entity’s rights in any Project IP; or (B) DOE’s rights in or to any Project IP granted pursuant to this Agreement.
Intellectual Property — General. The Background Intellectual Property of each party remains the property of that party.
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).
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).
Intellectual Property — General