Intellectual Property / IT. (a) The Data Room contain the lists of all software copies, patents, trademarks, service marks, trade names, rights in design, copyright, rights in know-how anywhere in the world (the “Intellectual Property”) owned by Faster and its Subsidiaries (the “Owned Intellectual Property”), with indication, for each of them, of (i) covered jurisdictions and (ii) date of registration and the expiration date, as well as any other relevant. (b) except as Disclosed, all Owned Intellectual Property and all internet domain names owned by Faster and its Subsidiaries are free from any liens or Encumbrances, fully enforceable, transferable and assignable (where applicable), may be freely used by the Group Companies and has been duly registered or registration has been regularly applied for in the name of the relevant Group Company in all countries in which products or services have been or are being sold with a turnover higher than Euro 500,000.00 (five hundred thousand) per year and all necessary taxes and fees have been regularly paid; (c) all Group Companies have adopted and implemented all reasonable precautions and security measures in order to fully protect and keep secret, avoiding any dissemination or unsafe transfer of the know-how, commercial, trade, manufacturing secrets, formulas, designs, technical sheets, processes, techniques and secret information under section 98 of the Legislative Decree n. 30/2005 or other equivalent foreign laws (“Know-How”). To Sellers’ Knowledge, no dissemination or unsafe transfer of the Group Companies’ Know-How to any third-party has occurred, including, without limitation, no disclosure of any piece of Know-How has been made to any of the Group Companies’ former employees, directors, consultants, nor to commercial partners, suppliers or customers, except for exchange of information made to such individuals being subject to the applicable non-disclosure provisions contained in their respective employment agreements; (d) there are no patents, trademarks, trade names, service marks (whether registered or unregistered), brand names, internet domain names or other Intellectual Property and/or Know-How, or any applications for any of the foregoing, that (i) are relating to the products or services sold by any Group Company or that (ii) are necessary for the conduct and operation of the respective business of each Group Company as currently conducted and operated that are not owned by the respective Group Company and, thus, comprised in t...

Intellectual Property / IT. (a) Schedule 4.18(a) of the Seller Disclosure Schedule contains a true and complete list of all Registered Intellectual Property. Except as set forth on Schedule 4.18(a) of the Seller Disclosure Schedule, the Acquired Company either owns or has a license or other right to use all material Owned Intellectual Property and other material Intellectual Property used in the Business of the Acquired Company as currently conducted. During the five (5) year period preceding the Closing Date, the Acquired Company has not infringed, nor has Seller or Acquired Company received a written claim that Acquired Company has infringed, on any Intellectual Property of any Person. There is no Proceeding pending or, to the Knowledge of Seller, threatened that challenges the validity, enforceability, registration, ownership or use of any Intellectual Property of the Acquired Company. All Intellectual Property of Acquired Company is valid, subsisting (except for any Intellectual Property designated as expired or abandoned on Schedule 4.18(a) of the Seller Disclosure Schedule), and enforceable. The Acquired Company has taken commercially reasonable measures to protect the confidentiality of the material trade secrets and confidential information owned by Acquired Company used in the Acquired Company’s Business and of any third parties who have licensed material trade secrets and confidential information to the Acquired Company for use in the Acquired Company’s Business. (b) Except as set forth on Schedule 4.18(b) of the Seller Disclosure Schedule, the Intellectual Property that the Acquired Company owns, licenses or otherwise has a valid right to use, constitutes all the Intellectual Property necessary or used to operate and conduct the Acquired Company’s Business as currently conducted. (c) During the five (5) year period preceding the Closing Date, there has been no material failure or other material substandard performance of any computer systems of Acquired Company which has caused any material disruption to the Acquired Company’s Business. The Acquired Company has taken commercially reasonable actions to protect the integrity and security of the computer systems and the software information stored thereon from unauthorized use, access, or modification by third parties, and to the Knowledge of Seller, no such third party has obtained unauthorized access to such computer or software systems in the five (5) year period preceding the Closing Date. During the five (5) year period ...

Intellectual Property / IT. The Company and its Subsidiaries own or have the right to use all Intellectual Property necessary for the operation of its business as presently conducted (collectively, the “Company Intellectual Property”) free and clear of all Encumbrances except for Permitted Encumbrances, except where the failure to own or have the right to use such Intellectual Property would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. The use of the Company Intellectual Property by the Company and its Subsidiaries in the operation of the business of the Company as presently conducted does not infringe upon, misappropriate otherwise conflict with any Intellectual Property of any other Person, except for such matters that would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. The Company and its Subsidiaries exclusively own the material Intellectual Property applications and registrations purported to be owned by the Company or its Subsidiaries, free and clear of all Encumbrances, and such registrations are in full force and effect, and to the Knowledge of the Company, valid and enforceable in all material respects. The Company and its Subsidiaries use and have used commercially reasonable efforts to protect their material trade secrets and confidential information, and, to the Knowledge of the Company, there have been no material compromises thereof. There are no information technology (including oil and gas infrastructure control system) deficiencies material to the business of the Company or its Subsidiaries, the Company and its Subsidiaries take reasonable measures with respect to cybersecurity and business continuity and, since two (2) years prior to the date hereof, there have been no material information technology (including oil and gas infrastructure control system) outages nor any material information system, data or other cybersecurity breaches or compromises.

Intellectual Property / IT. (a) Section 6.11(a) of the Company Disclosure Schedules sets forth, as of the date hereof, a true and complete list, including owner, jurisdiction, and serial and application numbers (except for expired patents, copyrights and domain name registrations), of all unexpired patents, all unexpired registered copyrights, all unexpired registered trademarks, all unexpired domain names registrations and all pending registration applications for any of the foregoing, in each case, that are owned by any of the Group Companies (the “Registered Intellectual Property”). The applicable Group Company is the sole and exclusive owner of all Registered Intellectual Property as set forth on Section 6.11(a) of the Company Disclosure Schedules, free and clear of (i) any Liens, other than Permitted Liens, (ii) Governmental Orders restricting its use, and (iii) any other obligations to pay royalties, licensing fees or any other duty to account. To the Knowledge of the Target Company, all such Registered Intellectual Property is valid and enforceable in all material respects. To the Knowledge of the Target Company, in the three (3) year period immediately preceding the date of this Agreement, no Group Company has received any notice or claim from any Person at any time since December 31, 2018, challenging the validity of the Intellectual Property or ownership rights of any of the Group Companies in any Group Company’s Intellectual Property. (b) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to any of the Group Companies, no Action is pending or to the Knowledge of the Target Company, threatened in writing against any of the Group Companies by any third party claiming infringement, misappropriation or other violation of Intellectual Property owned by such third party in connection with the conduct of the Business. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to any Target Company: (i) none of the Group Companies is a party to any pending Actions claiming infringement, misappropriation or other violation by any third party of the Intellectual Property of any of the Group Companies, and (ii) to the Knowledge of the Group Companies, within the past six (6) years, none of the Group Companies nor the conduct of the Business has infringed, misappropriated or otherwise violated the Intellectual Property of any third party. To the Knowledge of the Target Compa...

Intellectual Property / IT. Schedule 5.13(a) sets forth, as of the date hereof, a true and complete list, including owner, jurisdiction (except for unexpired registered copyrights and domain name registrations), and serial and application numbers (except for unexpired patents, copyrights and domain name registrations), of all unexpired patents, all unexpired registered copyrights, all unexpired registered trademarks, all unexpired domain names registrations and all pending registration applications for any of the foregoing, in each case, that are owned by the Target Company (the “Registered Intellectual Property”). The Target Company is the sole and exclusive owner of all Registered Intellectual Property set forth on Schedule 5.13(a), free and clear of all Liens, other than Permitted Liens.

Intellectual Property / IT. (a) As far as BG is aware, no activities of Comgás infringe or are reasonably likely to infringe any Intellectual Property Rights owned by any third party and no claim has been made or, to BG’s knowledge, threatened in writing against any Comgás in respect of such infringement. (b) As far as BG is aware, no person is infringing any Intellectual Property Rights owned by Comgás. (c) As far as BG is aware, Comgás owns or is licensed to use all Intellectual Property Rights necessary for the operation of the business of Comgás as carried on at the date of this Agreement and such Intellectual Property Rights will not be adversely affected by reason of the Proposed Transaction. (d) As far as BG is aware, the Information Technology systems owned by or licensed to Comgás comprise all material computer hardware and software systems used in the operation of the business of Comgás as carried on at the date of this Agreement and such Information Technology systems will not be adversely affected by reason of the Proposed Transaction. (e) As far as BG is aware, Comgás is not in material breach of any material agreement relating to Information Technology.

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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 Property Matters A. Definitions
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 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; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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.
Intellectual Property Assets Priveco and its subsidiaries own or hold an interest in all intellectual property assets necessary for the operation of the business of Priveco and its subsidiaries as it is currently conducted (collectively, the “Intellectual Property Assets”), including: (i) all functional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, the “Marks”); (ii) all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the “Patents”); (iii) all copyrights in both published works and unpublished works (collectively, the “Copyrights”); and (iv) all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Priveco and its subsidiaries as licensee or licensor (collectively, the “Trade Secrets”).
Intellectual Property Infringement If a third party makes a claim against Customer that the Licensed Software or Documentation directly infringe any patent issued as of the two years following the Effective Date or any copyright, trade secret or trademark ("IP Claim"); Siebel will defend Customer or Distributor against the IP Claim and pay all costs, damages and expenses (including reasonable legal fees) awarded against Customer or Distributor by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Siebel arising out of such IP Claim; provided that: (i) Customer or Distributor promptly notifies Siebel in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claim, (ii) Siebel may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Customer or Distributor provides Siebel, at Siebel's request and expense, with the assistance, information and authority necessary to perform Siebel's obligations under this Section. Notwithstanding the foregoing, Siebel shall have no liability for any claim of infringement based on (a) the use of a superseded or altered release of Licensed Software if the infringement would have been avoided by the use of a current unaltered release of the Licensed Software, which Siebel provided to Distributor, (b) the modification of the Licensed Software, or (c) the use of the Licensed Software other than in accordance with the Documentation. If, due to an IP Claim, (i) the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel to infringe, or (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using the Licensed Software, Siebel shall in its reasonable judgment, and at its expense, (a) replace or modify the Licensed Software to be non-infringing; (b) obtain for Distributor and/or its Customers a license to continue using the Licensed Software, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license for the infringing Licensed Software and refund the license fees paid to Siebel for such Licensed Software upon its return by Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any claim of infringement.
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.
Joint Intellectual Property 9.1 University agrees to not Implement any Joint Intellectual Property for any purpose other than educational, experimental or research purposes. In consideration of University not Implementing the Joint Intellectual Property except for the limited purposes set forth in this paragraph, Company agrees to Implement any Joint Intellectual Property only in accordance with a license agreement to be entered into by Company and University with respect to the Implementation of such Joint Intellectual Property. Company shall pay to University, in connection with such Implementation, a compensatory royalty in accordance with such license agreement to be agreed by the Parties. 9.2 University agrees to not grant to any third party a license to Implement its rights in the Joint Intellectual Property without Company’s prior written consent. Notwithstanding anything contrary herein provided, University may grant to a third party a license to use the Joint Intellectual Property without Company’s prior written consent in the following cases: (i) if Company fails to execute a license agreement with University pursuant to Article 9.1 without any reasonable cause within three years from the Completion Date, or otherwise seeks to Implement any such Joint Intellectual Property other than pursuant to any such license agreement; or (ii) if Company fails to pay any compensatory royalty in accordance with the license agreement entered into pursuant to Article 9.1. 9.3 Company may grant a third party a non-exclusive license to the Joint Intellectual Property provided that Company first executes a license agreement with University setting forth, among other matters, the allocation of any license fee or royalty received from any such third party as between the Parties. 9.4 Unless otherwise provided in this Agreement, neither Party may transfer, grant a security interest in, grant a license to or otherwise dispose of its right, title or interest in or to the Joint Intellectual Property to any third party without the prior written consent of the other Party. 9.5 Each Party shall notify the other Party in writing before abandoning its right, title or interest in and to any Joint Intellectual Property.

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