Intellectual Property; Information Technology. Section 3.15 of the Company Disclosure Schedule sets forth a true and complete list of (i) all Intellectual Property that is owned by the Company or any of its Subsidiaries (the “ Company Owned Intellectual Property ”) that is registered or subject to an application for registration or that is otherwise material to the business of the Company and its Subsidiaries taken as a whole and (ii) material Intellectual Property that the Company or one of its Subsidiaries is licensed or otherwise permitted by other persons to use, including, without limitation, all Intellectual Property exclusively licensed to the Company or any of its Subsidiaries (the “ Company Exclusively Licensed Intellectual Property”). Except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, (A) the Company or any of its Subsidiaries has the exclusive title to the Company Owned Intellectual Property that is registered or subject to an application for registration, free and clear of all Encumbrances other than Permitted Encumbrances, (B) all Company Owned Intellectual Property that is registered or subject to an application for registration is subsisting, valid and enforceable, (C) the Company or one of its Subsidiaries owns, or is licensed or otherwise permitted to use (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) all Intellectual Property used or held for use in the business of the Company and its Subsidiaries taken as a whole, (D) the use of any Intellectual Property by the Company or its Subsidiaries (x) does not, to the Knowledge of the Company, infringe on or otherwise violate the rights of any person in respect of any Intellectual Property and (y) is in accordance with any applicable agreement pursuant to which the Company or any of its Subsidiaries possesses the right to use any Intellectual Property, (E) none of the Company or its Subsidiaries has received during the past three years preceding the date hereof any written notice of any threatened claim with respect to any Intellectual Property used or held for use in the business of the Company and its Subsidiaries (including, but not limited to, any cancellation, opposition or other action before an intellectual property registry), (F) to the Knowledge of the Company, no person is infringing on or otherwise violating any right of the Company or its Subsidiaries with respect to any Company Owned Intellect...
Intellectual Property; Information Technology. (a) Schedule 4.10(a) of the Seller Disclosure Schedule sets forth a list of all material United States and international registrations and applications for: (i) Patents, (ii) Trademarks, and (iii) Copyrights, in each case of the foregoing clauses (i)-(iii), that constitute Acquired Company IP (excluding the IP Seller IP) as of the date hereof (such Intellectual Property, the “Acquired Company Registered IP”). The Acquired Companies solely and exclusively own the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IP, in each case of the foregoing clauses, free and clear of all Encumbrances (other than Permitted Encumbrances). Each item of Acquired Company Registered IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof.
(b) No material Proceeding is pending, or to Seller’s Knowledge, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies), since January 1, 2021, alleging (i) that the conduct of the Business is infringing, misappropriating or otherwise violating any Person’s Intellectual Property, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third party, and the conduct of the Business has not done so since January 1, 2021.
(c) No Proceeding is pending or has been threatened in writing since January 1, 2021, (i) by Seller or its Subsidiaries (including IP Seller and the Acquired Companies), alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Business, Seller or its Subsidiaries, alleging the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021.
(d) Except as would not reasonably be ...
Intellectual Property; Information Technology. (a) Schedule 3.16(a) contains a list of the following as of the date hereof: (i) all registrations and applications for registrations of Business Copyrights, Business Patents and Business Trademarks (including domain names); and (ii) all Software applications (including modelling and analytical tools) that are material to the conduct of the Businesses as currently conducted and that are owned by any Transferred Entity or any Asset Seller and (in the case of the Asset Sellers) that are included in the Transferred Assets.
(b) Except as would not reasonably be expected to be material to the Businesses taken as a whole, an Asset Seller or Transferred Entity is the sole and exclusive owner of all right, title, and interest in and to the Business Intellectual Property Rights, free and clear of all Liens other than Permitted Liens. Except as would not reasonably be expected to be material to the Businesses taken as a whole, and except for (i) assets and Intellectual Property Rights used to provide the services to Buyer and its Affiliates under the Transition Services Agreement, (ii) assets and Intellectual Property Rights that would be used to provide to Buyer and its Affiliates the services that are excluded from the Transition Services Agreement and (iii) and the rights granted pursuant to the Intellectual Property License Agreement, an Asset Seller or Transferred Entity is the sole and exclusive owner of all right, title, and interest in and to, or is licensed or otherwise possesses rights to use, all Intellectual Property Rights necessary for conduct of the Businesses as currently conducted. Except as would not reasonably be expected to be material to the Businesses taken as a whole, the Registered Business Intellectual Property Rights are subsisting and the Registered Business Intellectual Property Rights that have been issued or registered are, to the knowledge of Sellers, valid and enforceable.
(c) There are no pending or, to the knowledge of Sellers, threatened claims against any Seller or Transferred Entity by any Person alleging infringement, misappropriation or other violation by a Seller or Transferred Entity for their conduct of the Businesses or use of the Business Intellectual Property Rights, and the Sellers and Transferred Entities have not received written notice of any such claim in the past three (3) years, nor has any Seller or Transferred Entity received a written invitation or request in the past three (3) years that it consider obtaining a...
Intellectual Property; Information Technology. (a) The Transferred Patents constitute all U.S. and foreign Issued Patents and Patent Applications owned by the Seller or any Affiliate of Seller, and which are exclusively used in the operation of the Business.
(b) Part 2.6(b) of the Disclosure Letter accurately lists all of the registered and material unregistered Trademarks and applications for registration of Trademarks owned by the Seller or any Affiliate of Seller and which are exclusively used in the operation of the Business, setting forth in each case, the name of the owners of the Trademarks and the jurisdictions in which the Trademarks have been registered and trademark applications for registration have been filed.
(c) Part 2.6(c) of the Disclosure Letter accurately lists all of the registered Copyrights that are owned by the Seller or any Affiliate of Seller and which are exclusively used or exclusively held for use in the operation of the Business, setting forth in each case, the name of the owners of the Copyrights and the jurisdictions in which Copyrights have been registered and applications for copyright registration have been filed.
(d) The Transferred IP constitutes all Intellectual Property Rights (other than Patents) that are owned by the Seller or any Affiliate of Seller and which are exclusively used or exclusively held for use in the operation of the Business.
(e) Except as set forth on Part 2.6(e) of the Disclosure Letter, all Registered IP is valid, subsisting and enforceable. All required filings and fees related to the Registered IP due to be filed or paid before the date of Closing have been timely filed with and paid to the relevant Governmental Bodies and authorized registrars.
(f) Part 2.6(f) of the Disclosure Letter contains a complete and accurate list of (i) all Contracts pursuant to which Seller or any of its Affiliates has licensed or is obligated to license any Seller IP to a third party, excluding any non-exclusive licenses to Seller IP granted by Seller or any of its Affiliates in the ordinary course of business incident to a sale of any products of the Business to an end-customer using Seller’s standard form of agreement (the “Out-Licenses”), or (ii) other than Open Source Software licenses, all Contracts pursuant to which a third party has licensed any Intellectual Property Rights to Seller or any of Seller’s Affiliates that is (A) incorporated into the Seller IP (other than Shrink-Wrap Code), or (B) is otherwise material to the Business or the Transferred Assets ...
Intellectual Property; Information Technology. Each of BlackRock and its Controlled Affiliates own or possesses, or can acquire on reasonable terms, all Intellectual Property and Information Technology necessary to carry on the business now operated by them. Neither BlackRock nor any of its Controlled Affiliates has received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a BlackRock Material Adverse Effect.
Intellectual Property; Information Technology. (a) Section 2.9(a) of the Disclosure Schedule sets forth a true, complete and correct list for the Group Companies of (i) all applications and registrations included in the Business IP Assets (including (A) for each Trademark registration or application, the owner, the country, registration number and issue date, or if not registered, the country, application serial number and application date, (B) for each Copyright registration, the owner, the number and country in which such copyright has been registered, and (C) for each Domain Name, the owner and the expiration date (collectively, the “Listed Intellectual Property”)). All Listed Intellectual Property is subsisting and, to Seller’s Knowledge, valid and enforceable. No proceedings are pending, or since June 30, 2017 have been threatened in writing against any of the Group Companies, that challenge the validity or ownership of any Listed Intellectual Property.
(b) Each of the applicable Group Companies owns, beneficially and, as applicable, of record, each item of Listed Intellectual Property free and clear of any Liens (excluding Permitted Liens). To Seller’s Knowledge, each of the applicable Group Companies owns or has valid licenses or other rights to use all other material Intellectual Property Rights used in the Business by the Seller or Group Companies as conducted as of the date of this Agreement.
(c) Except as set forth in Section 2.9(c) of the Disclosure Schedule, (i) none of Seller nor its Affiliates, including any of the Group Companies, has received any written notice since June 30, 2017 that a Group Company has infringed upon, misappropriated or otherwise violated any Intellectual Property Rights of any third party in the conduct of the Business; and (ii) none of Seller nor its Affiliates, including any of the Group Companies, has sent any written notice in the two (2) years prior to the date hereof to any third party alleging that such third party has infringed upon, misappropriated or otherwise violated any Business IP Assets. To Seller’s Knowledge, the conduct of the Business does not, and since June 30, 2017 has not, infringed upon, misappropriated or otherwise violated any Intellectual Property Rights of any third party in any material respect. To Seller’s Knowledge, no third party is infringing, misappropriating or otherwise violating any Business IP Assets in any material respect.
(d) The Group Companies take and have taken commercially reasonable measures to protect the secrecy and c...
Intellectual Property; Information Technology. (a) Schedule 3.22(a) sets forth a complete and correct list of all of the following, in each case owned by any MLIM Business Entity or MLIM Parent and used or held for use in connection with the MLIM Business (i) patents and patent applications; (ii) trademark applications and registrations; (iii) copyright registrations and (iv) domain names.
(b) To the knowledge of MLIM Parent, the Business does not infringe on or otherwise violate the Intellectual Property of any other Person. No MLIM Business Entity has received any written notice alleging such infringement or violation which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a MLIM Material Adverse Effect. To the knowledge of MLIM Parent, no Person is infringing on or otherwise violating the Intellectual Property owned by any MLIM Business Entity and used or held for use in connection with the MLIM Business, which infringement or violation would reasonably be expected to have a MLIM Material Adverse Effect.
(c) The Intellectual Property set forth on Schedule 3.22(a) is valid and to the knowledge of MLIM Parent, enforceable and in full force and effect. The Business Entities have taken commercially reasonable steps to protect the confidentiality of the material trade secrets owned by it. All Information Technology used in connection with the Business performs substantially in accordance with its documentation, except as has not had and would not reasonably be expected to have or result in a MLIM Material Adverse Effect.
Intellectual Property; Information Technology. Section 3.16 of the Company Disclosure Schedule sets forth a true and complete list of (i) all Intellectual Property that is owned by the Company or any of its Subsidiaries (the “Company Owned Intellectual Property”) that is registered or subject to an application for registration or that is otherwise material to the business of the Company and its Subsidiaries taken as a whole and (ii) material Intellectual Property that the Company or one of its Subsidiaries is licensed or otherwise permitted by other persons to use,
Intellectual Property; Information Technology. (a) Schedule 2.21(a)(i) sets forth a complete and correct list of all material Intellectual Property and indicates whether such Intellectual Property is owned by the Company or any Company Subsidiary or licensed to the Company or any Company Subsidiary by a third Person. All of the material Intellectual Property owned by the Company or any Company Subsidiary is owned free and clear of any Liens other than Permitted Liens and other than the rights and licenses thereof from the Company or such Company Subsidiary. The Company and the Company Subsidiaries have the legal right to use the Intellectual Property in connection with the Business and, immediately after the Closing, will continue to have such right to the same extent and on the same terms as each of them was entitled to use such Intellectual Property immediately prior to the Closing. Schedule 2.21(a)(ii) sets forth a complete and correct list of all written, oral or other licenses and agreements with respect to any Intellectual Property that is licensed by or to the Company or any Company Subsidiary (the “License Agreements”).
(b) To the knowledge of the Company, the Business has not and does not infringe any intellectual property rights of any Person in any material respect. To the knowledge of the Company, except as set forth on Schedule 2.21(b), no Intellectual Property owned by the Company or any Company Subsidiary is being materially infringed by any Person. Except as set forth on Schedule 2.21(b) or pursuant to the License Agreements, no Intellectual Property owned by the Company or any Company Subsidiary is subject to any outstanding judgment, injunction, order, decree or agreement restricting the use thereof by the Company or any Company Subsidiary with respect to the Business or restricting the licensing thereof by such any of them to any Person. Except as set forth on Schedule 2.21(b), neither the Company nor any Company Subsidiary has entered into any agreement to indemnify any other Person against any charge of infringement of Intellectual Property. The Intellectual Property owned by the Company or any Company Subsidiary that has been registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office, the United States Copyright Office or other filing offices, domestic or foreign is set forth on Schedule 2.21(b) and such registrations, filings, issuances and other actions in respect thereof remain in full force and effect.
(c) All Information Technolo...
Intellectual Property; Information Technology. (a) As used herein, “Intellectual Property” means all intellectual property (and all proprietary rights attendant thereto) owned, used or licensed (as licensor or licensee) by the Willtek Group that is used or has been used in the Business, or in any Products, any technology or process currently or formerly offered by the Business, or currently under development by the Willtek Group for use in connection with the Business, including:
