Intellectual Property; Intangible Assets. (a) Schedule 4.10(a) sets forth a true and complete list and brief description of each (i) patent, trademark, service xxxx, copyright, trade name and logo (whether registered or unregistered, and including all applications relating to the registration of any of the foregoing) owned or used by Purchaser in connection with the Purchaser Business and (ii) agreement, Contract, license, sublicense and assignment to which Purchaser grants or obtains rights to any Intellectual Property owned or used by the Purchaser in connection with the Business (the “Purchaser Intellectual Property”); provided, that Schedule 4.10(a) does not list mass market computer software licensed to Purchaser that is available in consumer retail stores or otherwise commercially available and subject to “shrink-wrap”, “click-through” or off-the-shelf license agreements. Purchaser owns or has the right to use pursuant to law, license, sublicense, Contract or permission all of the Purchaser Intellectual Property, including any patent, trademark, service xxxx and copyright, necessary for the operation of the Purchaser Business as presently conducted. Woodmark with respect to the Woodmark Division and PSP with respect to the PSP Division. The Purchaser has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property of any Person, and Purchaser has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation, including any claim that Purchaser must license or refrain from using any intellectual property rights of any Person. To the Knowledge of Purchaser, no Person has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the Purchaser Intellectual Property. Each Division has taken all necessary action to maintain and protect each item of Purchaser Intellectual Property that it owns or uses. Except as set forth on Schedule 4.10(a), Purchaser (a) has not licensed or granted to any Person rights of any nature to use any of the Purchaser Intellectual Property, (b) does not pay, and is not obligated to pay, royalties to any Person for use of any intellectual property rights, and (c) is not otherwise a party to, or bound by, any oral or written Contract with regard to any Purchaser Intellectual Property (other than mass market computer software licensed to Purchaser that is available in consumer retail stores or otherwise comm...
Intellectual Property; Intangible Assets. (a) SCHEDULE 5.12(A) sets forth a complete and correct listing of the Intellectual Property. Except as described in SCHEDULE 5.12, all Intellectual Property listed therein is owned by the Sellers, free and clear of all Encumbrances and is in good standing and is not known to be the subject of any challenge. As of the date hereof, except as described in SCHEDULE 5.12(A), there are no unresolved claims made and there has not been communicated to any of the Sellers the threat of any claim that the holder of such Intellectual Property is in violation or infringement of any service xxxx, patent, trademark, trade name, trademark or trade name registration, copyright, copyright registration or other intellectual property of any other Person. Each Seller is the owner of the Intellectual Property and other proprietary and trade rights necessary for the conduct of its Business as now conducted, and without any known conflict with the rights of others, and no Seller has knowingly forfeited or otherwise relinquished any such Intellectual Property or other proprietary right necessary for the conduct of its Business as conducted on the date hereof. Each Seller owns or has the right to use all computer software, software systems and databases and all other information systems included in the Purchased Property and has the right to transfer title thereto or such rights of the use thereof to the Buyer free and clear of any Encumbrances. All of the Intellectual Property listed on SCHEDULE 5.12(A) are subsisting and have not been abandoned, and all required annuities, renewal fees, maintenance fees, royalty payments, amendments and/or other filings or payments which are necessary to preserve and maintain such Intellectual Property have been filed and/or made.
(b) SCHEDULE 5.12(B) sets forth a true and complete list of all of the Intangible Assets. There is no restriction affecting the use of any of the Intangible Assets, and no license has been granted with respect thereto. Each of the Intangible Assets is valid and in good standing, is not currently being challenged, is not involved in any pending or, to the knowledge of each Seller and each Executive Shareholder, threatened administrative or judicial proceeding, and, to the knowledge of each Seller and each Executive Shareholder, does not conflict with any rights of any other Person. Each Seller's rights in and to the Intangible Assets are sufficient and adequate in all respects to permit the conduct of its Business as now...
Intellectual Property; Intangible Assets. (a) Schedule 5.14 sets forth a complete and correct listing of all applications, registrations and patents included in the Intellectual Property. The Company owns, or has a valid license or otherwise has the right to use, in all jurisdictions in which it carries on business, all Intellectual Property without violating or conflicting with the rights of others. Except as set forth on Schedule 5.14, all Intellectual Property is owned by the Company, free and clear of all Liens, except (i) such secured indebtedness as is disclosed in the Company's Financial Statements and (ii) in the case of licensed Intellectual Property, Liens arising as a result of actions or inactions of the licensee or owner of such Intellectual Properties unrelated to any default by the Company. There has not been communicated to the Company the threat of any claim that the holder of such Intellectual Property is in violation or infringement of any service xxxx, patent, trademark, trade name, trademark or trade name registration, copyright or copyright registration of any other Person. To the Company's knowledge, the consummation of the transactions contemplated by this Agreement will not prohibit the Company from using any of the Intellectual Property in a manner substantially similar to its current use of such Intellectual Property in its businesses.
(b) Schedule 5.14 sets forth a true and complete list of all of the Intangible Assets and a summary description of each such item. There is no restriction affecting the use of any of the Intangible Assets, and no license has been granted with respect thereto. To the knowledge of the Company, each of the Intangible Assets is valid and in good standing, is not currently being challenged, is not involved in any pending or threatened administrative or judicial proceeding, and does not conflict with any rights of any other Person. The Company's rights in and to the Intangible Assets are sufficient and adequate in all material respects to permit the conduct of the businesses of the Company as now conducted and none of the products or operations of the businesses of the Company involves any infringement of any proprietary right of any other Person.
Intellectual Property; Intangible Assets. (a) Schedule 5.15 of the Company Disclosure Schedule sets forth a complete and correct listing of all applications and registrations made by the Company and all patents issued to the Company included in the Company Intellectual Property.
(b) To the knowledge of the Company, no others have any rights that would preclude the Company from continuing to make, have made, use and sell, throughout the world, all current products of the Company and all products under development by the Company, including without limitation PLAATO. Except as set forth in Schedule 5.15(b) of the Company Disclosure Schedule the Company has the right to make, have made, use and sell, throughout the world, all current products of the Company and all products under development by the Company including without limitation PLAATO without infringing any patents owned by third parties which have been issued or granted as of the date of this Agreement. The Company owns all of the applications, registrations, and patents listed in Schedule 5.15 of the Company Disclosure Schedule and owns all Company Intellectual Property, each free and clear of all claims or interests of third parties and free and clear of all Liens, other than Liens for Taxes not yet due. To the knowledge of the Company, there an no claims by others adverse to such ownership, either in whole or in part, nor, to the knowledge of the Company, is there any legitimate claim that could be raised in the future.
(c) There has not been communicated to the Company the threat of any claim that the Company or the licensor of any Company Intellectual Property is in violation or infringement of any service xxxx, patent, trademark, trade name, trademark or trade name registration, copyright or copyright registration of any other Person.
(d) All employees of the Company who develop Intellectual Property in connection with their employment with the Company have assigned all such Intellectual Property to the Company under valid and enforceable assignment agreements. The Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of its trade secrets and other confidential Company Intellectual Property. To the knowledge of the Company, (i) there has been no misappropriation of any material trade secrets or other material confidential Company Intellectual Property by any person; (ii) no employee, independent contractor or agent of the Company has misappropriated any trade secrets of any other p...
Intellectual Property; Intangible Assets. (a) Except as set forth on Schedule 5.13(a), the Seller has no Intellectual Property. The Seller is not under any obligation to pay any royalties or similar payments in connection with any license to any of its Affiliates. All Intellectual Property owned by any Affiliate of the Seller required or used in connection with the Business will, on the Closing Date, be included in the Purchased Property. The Seller owns or has the right to use all computer software, software systems and databases and all other information systems included in the Purchased Property.
(b) Schedule 5.13(b) sets forth a true and complete list of all of the Intangible Assets and a summary description of each such item. There is no restriction affecting the use of any of the Intangible Assets, and no license has been granted with respect thereto. Each of the Intangible Assets is valid and in good standing, is not currently being challenged, is not involved in any pending, to the best knowledge of the Seller, or threatened administrative or judicial proceeding, and, to the best knowledge of the Seller, does not conflict with any rights of any other Person. The Seller’s rights in and to the Intangible Assets are sufficient and adequate in all respects to permit the conduct of the Business as now conducted, and, to the best knowledge of the Seller, none of the products or operations of the Business involves any infringement of any proprietary right of any other Person. All Intangible Assets owned by any Affiliate of the Seller required or used in connection with the Business will, on the Closing Date, be included in the Purchased Property.
Intellectual Property; Intangible Assets. (a) Section 3.12 of the Disclosure Schedule sets forth a complete and correct listing of the Intellectual Property. Except as described in Section 3.12 of the Disclosure Schedule, all Intellectual Property listed therein is owned by the Company, free and clear of all liens, security interests and encumbrances of any nature whatsoever and is not known to be the subject of any challenge. The Intellectual Property is valid, subsisting, unexpired, in proper form and, to the knowledge of any Seller, enforceable and all renewal fees and other maintenance fees which have fallen due on or prior to the date of this Agreement have been paid. The grants, registrations and applications for the Intellectual Property have not lapsed, expired or been abandoned and no application or registration thereof is the subject of any legal or governmental proceeding before any governmental, registration or other authority in any jurisdiction. As of the date hereof, except as described in Section 3.12 of the Disclosure Schedule, there are no unresolved claims, suits or actions made and to the knowledge of any Seller, there has not been communicated to the Company the threat of any claim that the Company is in violation or infringement of any Intellectual Property of any other Person. Except as disclosed in Section 3.12 of the Disclosure Schedule, the Company is the owner of, or has a valid license to use, the Intellectual Property necessary for the conduct of its business as now conducted, without any known conflict with the rights of others, and the Company has not knowingly forfeited or otherwise relinquished any Intellectual Property necessary for the conduct of its business as now conducted. The Company has not entered into any material consent, indemnification, forbearance to sue, xxttlement agreement or cross-licensing arrangement with any person relating to the Intellectual Property of any third party other than as may be contained in the license agreements listed in Schedule 3.12 of the Disclosure Schedule. Except as disclosed in Section 3.12 of the Disclosure Schedule, the Company is not under any obligation to pay any royalties or similar payments in connection with any license to any of its Affiliates. Except as set forth on Schedule 3.12 of the Disclosure Schedule, the Company is not, nor will it be as a result of the execution and delivery of this Agreement or the performance by the Sellers of their obligations under this Agreement, in breach of any license, sublicense...
Intellectual Property; Intangible Assets. (a) Schedule 5.13(a) sets forth a complete and correct listing of the Intellectual Property, all of which is owned by the Sellers, free and clear of all Liens and is in good standing and is not known to be the subject of any challenge. As of the date hereof, there are no unresolved claims made and there has not been communicated to either Seller the threat of any claim that the holder of such Intellectual Property is in violation or infringement of any service xxxx, patent, trademark, trade name, trademark or trade name registration, copyright or copyright registration of any other Person. The Sellers are the owners of the patents, patent licenses, trade names, trademarks, service marks, brand marks, brand names, copyrights, know-how, formula and other proprietary and trade rights necessary for the conduct of the Business as now conducted, and without any known conflict with the rights of others, and neither Seller has knowingly forfeited or otherwise relinquished any such patent, patent license, trade name, trademark, service xxxx, brand xxxx, brand name, copyright, know-how, formula or other proprietary right necessary for the conduct of the Business as conducted on the date hereof. Neither Seller is under any obligation to pay any royalties or similar payments in connection with any license to any of its Affiliates. All Intellectual Property owned by any Person other than the Sellers required or used in connection with the Business will, on the Closing Date, be included in the Purchased Property. The Sellers own or have the right to use all computer software, software systems and databases and all other information systems included in the Purchased Property.
(b) Schedule 5.13(b) sets forth a complete list of all: (i) licenses, sublicenses and other agreements in which the Sellers or any sublicensee of the Sellers has granted to any Person the right to use the Intellectual Property; and (ii) all other consents, indemnifications, forbearances to xxx, settlement agreements and licensing or cross-licensing arrangements to which either Seller is a party relating to the Intellectual Property or the proprietary rights of any third party. Except as set forth on Schedule 5.13(b), the Sellers are not under any obligation to pay royalties or other payments in connection with any license, sublicense or other agreement, nor restricted from assigning its rights under any sublicense or agreement respecting Intellectual Property, nor will the Sellers otherwise be, as a...
Intellectual Property; Intangible Assets. (a) Schedule 3.14 sets forth a complete and correct listing of all applications, registrations and patents and all Intellectual Property material to the business of the Company included in the Intellectual Property. The Company owns, or has a valid license or otherwise has the right to use, in all jurisdictions in which it carries on business, all Intellectual Property without violating or conflicting with the rights of others. Except as set forth on Schedule 3.14(a), all Intellectual Property is owned by the Company, free and clear of all Liens, except for Permitted Liens. There has not been communicated to the Company the threat of any claim that the holder of such Intellectual Property is in violation or infringement of any service xxxx, patent, trademark, trade name, trademark or trade name registration, copyright or copyright registration of any other Person. To the Company's knowledge, the Stock Purchase and the consummation of the transactions contemplated by this Agreement will not prohibit the Company from using any of the Intellectual Property in a manner substantially similar to its current use of such Intellectual Property in its businesses.
(b) Schedule 3.14(b) sets forth a true and complete list of all of the Intangible Assets and a summary description of each such item. There is no restriction affecting the use of any of the Intangible Assets, and no license has been granted with respect thereto. To the knowledge of the Company, each of the Intangible Assets is valid and in good standing, is not currently being challenged, is not involved in any pending or threatened administrative or judicial proceeding, and does not conflict with any rights of any other Person. The Company's rights in and to the Intangible Assets are sufficient and adequate in all material respects to permit the conduct of the businesses of the Company as now conducted and none of the products or operations of the businesses of the Company involves any infringement of any proprietary right of any other Person.
Intellectual Property; Intangible Assets. Sellers have and will assign, or, as of the Closing, will have and will assign, such ownership of, or such rights by license or other agreement to use, all of the intellectual property and the intangible assets owned by Sellers as are necessary to permit the Business to conduct its business as currently conducted. Sellers do not license from a third party any intellectual property or intangible assets that are material to the Business. Except as would not have a Material Adverse Effect, (i) to Seller's Knowledge, the conduct of the Business as currently conducted does not infringe upon the proprietary rights of any third party Person and (ii) there are no present or, to Sellers' Knowledge, threatened infringements relating to the intellectual property and the intangible assets owned by Sellers by any third party Person. There are no pending or, to Sellers' Knowledge, threatened proceedings or litigation or other adverse claims by any Person against the use by the Business of any intellectual property or any intangible assets except as would not have a Material Adverse Effect.
Intellectual Property; Intangible Assets. There is no unlicensed software installed on the computers included within the Tangible Assets. Except as set forth on Schedule 5.24, all licensed software installed on the computers that are included within the Tangible Assets is transferable to Purchaser without consent, penalty, premium or payment. No Seller is infringing upon the intellectual property rights of any other person. Sellers own or have the right to use all customer lists, software, and other information to be transferred to Purchaser on the Closing Date pursuant to this Agreement. No Seller is making any unlawful use of any confidential information, copyrighted materials, know-how, or trade secrets of any third party, including, without limitation, any former employer of any present or past employee of a Seller. At no time has a Seller transferred, sold, or licensed any of its customer lists or customer information or other intangible Acquired Assets.
