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 confidentiality of all Trade Secrets included in the Business IP Assets. (e) All material Business IP Assets were developed by employees or independent contractors of the Group Companies, acting within the scope of their employment or engagement, and all such employees and independent contractors have assigned to the Group Companies, as applicable, all right, title and interest in and to all such Business IP Assets. (f) No Group Company Software has been distributed or used by Seller or its Affiliates, including the Group Companies, in conjunction with any Open Source Software in a manner that would be reasonably expected to require that any Group Company Software be disclosed or distributed in source code form, made available at no charge or otherwise licensed to third parties.
Appears in 1 contract
Samples: Stock Purchase Agreement (Society Pass Incorporated.)
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 Patent, the owner, the number and country in which such patent has issued, or, if not issued, the application serial number, date of filing and country; (B) 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, (BC) for each Copyright registration, the owner, the number and country in which such copyright has been registered, and (CD) 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 30March 1, 2017 2016 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 other than any Intellectual Property Rights that are addressed in the Transition Services Agreement.
(c) Except as set forth in Section tSection 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 30March 1, 2017 2016 that a Group Company it 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 The conduct of the Business does not, and since June 30March 1, 2017 2016 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 confidentiality of all Trade Secrets included in the Business IP Assets, including any source code for any Software included therein. Without limiting the foregoing, none of Seller or any of its Affiliates, including the Group Companies, has disclosed to any other Person, other than their respective employees, Affiliates, government certification authorities and contractors, in each case under a written non-disclosure agreement, any source code for any Software included in the Business IP Assets.
(e) All material Business IP Assets were developed by employees or independent contractors of the Group Companies, acting within the scope of their employment or engagement, and all such employees and independent contractors have assigned to the Group Companies, as applicable, all right, title and interest in and to all such Business IP Assets.
(f) The Business IT Assets operate and perform in all material respects in accordance with their documentation and as required by the Business, and there has been no material malfunction of the Business IT Assets since March 1, 2016, the root cause of which has not been remediated in all material respects as of the date hereof. Seller and its Affiliates, including the Group Companies, take and have taken commercially reasonable steps to secure the Business IT Assets from unauthorized access or use by any Person, and to Seller’s Knowledge no such unauthorized access or use (including any ransomware attack) has occurred since March 1, 2016.
(g) No Group Company Software included in the Business IP Assets has been distributed or used by Seller or its Affiliates, including the Group Companies, in conjunction with any Open Source Software in a manner that would be reasonably expected to require that any Group Company the former Software be disclosed or distributed in source code form, made available at no charge or otherwise licensed to third parties.
(h) Each of the Group Companies is currently in compliance in all material respects with all applicable Data Security Requirements. Since March 1, 2016, none of the Group Companies has experienced any material incident in which personal information was improperly used or accessed, and none of Seller nor its Affiliates, including the Group Companies, has received any written notices or complaints from any Person with respect thereto. Neither the execution and delivery of this Agreement by Seller nor the consummation of the Closing will result in a breach or violation of, or constitute a default under, any Data Security Requirement.
Appears in 1 contract
Intellectual Property; Information Technology. Except as does not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(a) Section 2.9(a) of the Disclosure Schedule sets forth a trueThe Company or applicable Group Company holds all intellectual property, 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 applicationPatents, the ownerTrademarks, 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 registeredCopyrights, and (C) for each Domain Name, the owner and the expiration date domain names (collectively, the “Listed Intellectual PropertyRegistered IP”)). All Listed Intellectual Property , as is necessary for the conduct of the business of the Group Companies as historically conducted or as contemplated by its current business plans.
(b) Each item of Registered IP is subsisting and, to Seller’s Knowledgethe knowledge of the Company (except with respect to pending items included in the Registered IP), valid and enforceable. No proceedings are pendingThe consummation of the Transactions will not (i) materially impair any rights under, or since June 30cause any Group Company to be in violation of or default under, 2017 any license or other agreement to use any Licensed Intellectual Property or under which it grants any person rights to use any Owned Intellectual Property, or (ii) require the payment of any royalties, fees, or other payments with respect to any use or exploitation of any Company Intellectual Property.
(c) All or each of the Group Companies (i) solely and exclusively own all right, title, and interest in and to all Owned Intellectual Property, and (ii) have and have had valid and enforceable licenses for, or other rights to use, all Licensed Intellectual Property, except as does not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no pending or, to the Company’s knowledge, threatened Action by others challenging the validity, enforceability, registrability or scope of any Company Intellectual Property or rights of any of the Group Companies in or to any Registered IP (other than routine office actions), and the Company has no knowledge of any facts which form a reasonable basis for any such claim. To the Company’s knowledge, there has been no finding of unenforceability or invalidity of the Registered IP.
(d) In the past two (2) years, none of the Group Companies has received any notice or claim (whether written, oral or otherwise) challenging the ownership or right to use of any of the Owned Intellectual Property.
(e) To the Company’s knowledge, the conduct of the business of each of the Group Companies (including, without limitation, the use or other exploitation of the Intellectual Property by the Group Companies or any customers, distributors or other licensees thereof) has not, in the past two (2) years, infringed, violated, misappropriated or otherwise conflicted with any Intellectual Property right of any person; there is no pending or threatened Action by others that any Group Company infringes or otherwise violates any Intellectual Property of others, and Company has no knowledge of any facts which form a reasonable basis for any such claim. To the Company’s knowledge, no person has, in the past two (2) years, infringed or misappropriated, or is infringing or misappropriating, any rights of any of the Group Companies in or to the Company Intellectual Property.
(f) None of the Group Companies is a party to any Action, nor, to the Company’s knowledge, is or has any Action been threatened that alleges that any current or proposed conduct of their respective businesses has infringed, violated or misappropriated or otherwise conflicted, or will infringe, violate or misappropriate or otherwise conflict, with any Intellectual Property right of any person. The Group Companies have not, in writing against the past two (2) years, received any written communications, alleging any of the foregoing (including any invitations to take a license under any Intellectual Property or consider the applicability of any Intellectual Property to the conduct of the business), except as does not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(g) The Group Companies have taken and take reasonable actions to maintain, protect, and enforce Intellectual Property rights, including the secrecy, confidentiality and value of its material Confidential Information. No Group Company has disclosed any trade secrets or other material Confidential Information to any other person other than pursuant to a written confidentiality agreement under which such other person agrees to maintain the confidentiality and protect such Confidential Information.
(h) All persons who have contributed, created, conceived, or otherwise developed any material Owned Intellectual Property have executed valid, written agreements with a Group Company pursuant to which such persons agreed to assign to the Company or other Group Companies all of their right, title, and interest in and to any Intellectual Property contributed, created, conceived or otherwise developed by such person in the course of and related to his, her or its relationship with the Group Companies, except to the extent such Intellectual Property is owned by a Group Company by operation of law. There are no outstanding Actions, and, to the Company’s knowledge, no circumstances that exist that are likely to give rise to any Action, for any compensation or other payments to such person in relation to any Owned Intellectual Property that such person has contributed, created, conceived or otherwise developed. To the Company’s knowledge, no employee, independent contractor, or agent of the Group Companies has misappropriated any material trade secrets of the Group Companies in the course of his or her performance as an employee, independent contractor, or agent, and no employee, independent contractor, or agent of the Group Companies is in material default or material breach of any material term of any employment agreement, nondisclosure agreement, assignment of invention agreement, or similar agreement or Contract to the extent relating to the protection, ownership, development, use or transfer of Company Intellectual Property.
(i) The Group Companies lawfully own, lease, or license operating systems, databases, software, cloud accounts, third party services, operating systems, data, databases, files, documentation and other materials related thereto, that are used in the conduct of the business of the Group Companies as currently conducted, as well as applications developed by, or on behalf of, or owned by, 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 connection with the Business by the Seller or Group Companies as conducted as business 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 Companies (the “Information Systems”).
(j) The Information Systems are reasonably sufficient in all material respects for the conduct needs of the Business; and (ii) none of Seller nor its Affiliates, including any business of the Group CompaniesCompanies as currently conducted and have not, has sent any written notice in the past two (2) years prior to the date hereof to years, suffered any third party alleging material substandard performance, breakdown or failure that such third party has infringed upon, misappropriated or otherwise violated any Business IP Assetsnot been remediated in all material respects. To Seller’s Knowledge, the conduct knowledge of the Business does notCompany, and since June 30, 2017 has not, infringed upon, misappropriated or otherwise violated any Intellectual Property Rights of any third party in all Information Systems are free from any material respectdefects or vulnerabilities and do not contain any Malicious Code. To Seller’s KnowledgeEach Group Company has, no third party is infringingin the past two (2) years, misappropriating or otherwise violating any Business IP Assets in any material respect.
(d) implemented and currently implements industry standard reasonable measures designed to prevent the introduction of Malicious Code into Information Systems, including firewall protections and regular virus scans. The Group Companies take maintain reasonable backup and data recovery, disaster recovery, and business continuity plans, and procedures. The Group Companies have taken commercially reasonable measures to protect the secrecy and confidentiality not materially breached of all Trade Secrets included in the Business IP Assets.
(e) All material Business IP Assets were developed by employees or independent contractors of the Group Companies, acting within the scope any of their employment or engagement, and all such employees and independent contractors have assigned contracts relating to the Group Companies, as applicable, all right, title and interest in and to all such Business IP AssetsInformation Systems.
(f) No Group Company Software has been distributed or used by Seller or its Affiliates, including the Group Companies, in conjunction with any Open Source Software in a manner that would be reasonably expected to require that any Group Company Software be disclosed or distributed in source code form, made available at no charge or otherwise licensed to third parties.
Appears in 1 contract
Samples: Business Combination Agreement (Integral Acquisition Corp 1)
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 confidentiality of all Trade Secrets included in the Business IP Assets.
(e) All material Business IP Assets were developed by employees or independent contractors of the Group Companies, acting within the scope of their employment or engagement, and all such employees and independent contractors have assigned to the Group Companies, as applicable, all right, title and interest in and to all such Business IP Assets.
(f) No Group Company Software has been distributed or used by Seller or its Affiliates, including the Group Companies, in conjunction with any Open Source Software in a manner that would be reasonably expected to require that any Group Company Software be disclosed or distributed in source code form, made available at no charge or otherwise licensed to third parties.and
Appears in 1 contract
Samples: Stock Purchase Agreement (Thoughtful Media Group Inc.)
