Intellectual Property; IT Systems Sample Clauses

Intellectual Property; IT Systems. (a) ‎‎Section 3.16(a) of the Company Disclosure Schedule sets forth a true and complete list of each item of all Company Registered IP as of the date of this Agreement. The Company Registered IP is subsisting, has not been abandoned or cancelled, and remains in full force and effect and to the knowledge of the Company, is valid and enforceable. No Proceeding is pending or, to the knowledge of the Company, threatened, challenging the validity, enforceability, scope, registration, ownership or use of any Company Registered IP which, individually or in the aggregate, has been or would reasonably be expected to be material to the Company Group, taken as a whole. None of the Company Owned IP has been adjudged invalid or unenforceable in whole or part. (b) Neither the Company nor any Company Subsidiary is infringing, misappropriating, diluting or otherwise violating any Intellectual Property of any other Person, and has not in the last six years infringed, misappropriated, diluted or otherwise violated, any Intellectual Property of any other Person, except for any such infringement, misappropriation, dilution or other violation that, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company Group, taken as a whole. None of the Company or any Company Subsidiary has received any written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation, dilution or other violation by the Company or any Company Subsidiary (including any claim that the Company or any Company Subsidiary must license or refrain from using any Intellectual Property of any Person) in the last three years (or earlier, if not resolved), except for any such written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation, dilution, other violation or claim that, individually or in the aggregate, would not reasonably be expected to be material to the Company Group, taken as a whole. To the knowledge of Company, no Person is infringing, misappropriating, diluting or otherwise violating any Company Owned IP. (c) All former and current officers, directors, employees, personnel, consultants, advisors, agents, and independent contractors of Company, any Company Subsidiaries, and each of their predecessors, who have contributed to or participated in the conception and development of any material Intellectual Property for the Company or any Company Subsidiaries have entered into vali...

Intellectual Property; IT Systems. (a) Section 4.14(a) of the Company Disclosure Letter sets forth a complete and accurate list of (i) each patent, copyright and trademark that is Registered IP that is Company Intellectual Property (“Company Registered IP”), (ii) the jurisdiction in which such item of Company Registered IP has been registered, issued or filed, the date of registration, issuance or application, and the applicable application, registration, serial or other similar identification number, (iii) the record (and if different, beneficial) owner and (iv) any other Person that has an ownership interest in such item of Company Registered IP and the nature of such ownership interest. All Company Registered IP is valid, enforceable (except to the extent entailed by the pendency of applications for patents, copyright, or other intellectual property), and subsisting. No Company Registered IP is involved in, and neither the Company nor any of its Subsidiaries has received, since July 21, 2021, any written charge, complaint, claim, demand or notice regarding, any pending or threatened interference, opposition, reissue, reexamination, revocation, or equivalent proceeding, action or claim in which the ownership, use, scope, validity or enforceability of any Company Registered IP is being or has been contested or challenged (not including office actions or similar ordinary course notices in the prosecution of applications therein). All registration, maintenance and renewal fees due in connection with all Company Registered IP have been paid in full and all necessary documents in connection with such Registered IP have been filed with the relevant Governmental Authority in any applicable jurisdiction for the purposes of maintaining such Registered IP. (b) The Company and its Subsidiaries own, or have the valid and enforceable right to use, all Intellectual Property that is used in or necessary for the business of the Company and its Subsidiaries as currently conducted. The Company and its Subsidiaries exclusively own all right, title and interest in and to the Company Intellectual Property, free and clear of any Liens other than Permitted Liens. (c) The conduct of the business of the Company and its Subsidiaries as conducted since July 21, 2021 and as currently conducted, including each of the Company Products, has not and does not infringe upon, misappropriate, or otherwise violate any Intellectual Property of any other Person. None of the Company or any of its Subsidiaries has received, sinc...

Intellectual Property; IT Systems. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and the Company Subsidiaries own all right, title, and interest in, or have the right to use, pursuant to a license or otherwise, in each case, free and clear of all Encumbrances, all Intellectual Property required to operate their respective businesses as presently conducted (the “Company Intellectual Property”), (ii) Section 4.17 of the Company Disclosure Letter lists all registrations and applications for Intellectual Property owned by the Company and/or any of the Company Subsidiaries and material to the Company’s business, and (iii) as of the date hereof, (x) neither the Company nor any Company Subsidiary has received any written notice of any actual or threatened Actions alleging a violation, misappropriation or infringement of the Intellectual Property of any other Person, except for any of the foregoing that have since been resolved, (y) to the Company’s Knowledge, the operation of the business of the Company and each Company Subsidiary does not violate, misappropriate or infringe and has not previously violated, misappropriated or infringed the Intellectual Property of any other Person (except for any previous violation, misappropriation or infringement which has been fully and conclusively resolved with such other Person), and (z) to the Company’s Knowledge, no other Person has violated, misappropriated or infringed any Intellectual Property owned by the Company or any Company Subsidiary. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the IT Systems of the Company and the Company Subsidiaries are adequate for the operation of their respective businesses as presently conducted and (ii) there has not been any material malfunction with respect to any of the material IT Systems of the Company or the Company Subsidiaries since January 31, 2002 that has not been remedied or replaced in all material respects. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the use of the Data by the Company or the Company Subsidiaries in the operation of their business does not infringe or violate the privacy rights of any Person or otherwise violate any Law or regulation, (ii) the Company and the Company Subsidiaries have taken reasonable and customary measures consisten...

Intellectual Property; IT Systems. 12.1 Schedule 5 sets forth a true, complete and correct list of all Registered Owned IPR and Registered Licensed IPR. 12.2 [***]. 12.3 [***]. 12.4 The Company Group has [***] to diligently prosecute all Patent applications included in the Company Group IPR that they have filed or which they otherwise possess the right to control prosecution and, to the Company’s knowledge, all such Patent applications which a third party has filed (or for which a third party possesses such right) have been diligently prosecuted by the applicable third party. All actions required by any Governmental Entity to be taken by any member of the Company Group to maintain all registrations relating to any Company Group IPR , including payment of all filing, examination, registration, annuity, issuance, renewal, maintenance and other fees and filing of all documents or other materials required to be paid or filed with the applicable intellectual property office, have been taken. 12.5 [***]. 12.6 None of the execution, delivery, or performance of this Agreement or the Transaction Documents will result in the loss, termination or impairment with respect to any Company Group IPR material to the business of the Company. 12.7 The [***] is not necessary to conduct the business now conducted or currently planned to be conducted by the Company Group. 12.8 Except as Disclosed, and except for with respect to the Excepted IP Agreements, the Company Group [***]. 12.9 Each inventor of Owned IPR material to the business of the Company Group and, to the knowledge of the Company, each inventor of (a) all other Owned IPR and (b) Licensed IPR executed a valid and enforceable written agreement assigning all of such inventor’s rights, title and interests in and to such IPR (and the inventions claimed or otherwise disclosed therein) to the Company Group or the applicable licensor of the Company Group. 12.10 The Company Group has [***] actions to protect the Company Group IPR and maintain the confidentiality, secrecy and value of the Trade Secrets included in the Company Group IPR. To the knowledge of the Company, no Trade Secret material to the business of the Company Group has been disclosed by any member of the Company Group to any person in any manner that has, or is reasonably likely to, result in the loss of any Trade Secret or other rights in or to such Trade Secret. 12.11 Except as Disclosed, no funding, facilities, or personnel of any Governmental Entity or any public or private educational or r...

Intellectual Property; IT Systems. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries either own or have a right to use, pursuant to a license or otherwise, in each case, free and clear of all Liens except Permitted Liens, such patents, trademarks, trade names, trade dress, service marks, domain names, copyrights, copyrightable works and any applications and registrations for any of the foregoing, trade secrets, know-how, technology, computer software (including databases and related documentation), inventions and discoveries, rights of publicity and other tangible and intangible proprietary information and intellectual property rights (collectively, “Intellectual Property”) as are necessary to conduct the business of the Company and its Subsidiaries as currently conducted by the Company and its Subsidiaries. Except for the assets, services and rights provided or otherwise made available to the Company and its Subsidiaries under the Seller-Company TSA, the Seller-ABS TSA and Cross-License Agreement, the Company and its Subsidiaries collectively will, as of the Closing Date, own or have the right to use all material Intellectual Property that is (i) owned by the Company and its Subsidiaries as of the Closing Date and (ii) used or necessary for the conduct of their respective businesses and operations as conducted immediately prior to the Closing in all material respects. Section 3.15(a) of the Seller Disclosure Letter lists all registrations and applications for Intellectual Property owned by the Company or any of its Subsidiaries and material to the respective businesses of the Company and its Subsidiaries as of the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all applications and registrations set forth in Section 3.15(a) of the Seller Disclosure Letter are subsisting; (ii) the Company and its Subsidiaries have taken commercially reasonable measures to protect the confidentiality of the trade secrets and other non-public proprietary information of the Company and its Subsidiaries that are material to their respective businesses or that are otherwise required by the Company or its Subsidiaries under applicable Law or written agreement to be kept confidential; and (iii) since February 27, 2010, no unauthorized disclosure of any such trade secrets or information has been made. Except as would not...

Intellectual Property; IT Systems. (a) Schedule 3.11(a)(i) sets forth a list of all patents, patent applications (including any provisional applications, divisions, continuations or continuations in part), material unregistered trademarks, registered trademarks and applications for registration for trademarks, copyright registrations and applications for registration of copyrights, and domain name registrations in each case owned by or held in the name of the Company, specifying as to each such item, as applicable, (i) the item (with respect to trademarks), or title (with respect to all other items), (ii) the owner of the item, (iii) the jurisdiction in which the item is issued or registered or in which any application for issuance or registration has been filed, including the respective issuance, registration or application number and (iv) the date of application and issuance or registration of the item (the “Material Owned Intellectual Property”). Except as set forth on Schedule 3.11(a)(ii), (A) each item of Intellectual Property owned by the Company including the Material Owned Intellectual Property is valid and in full force and effect and is owned by the Company free and clear of all Encumbrances and other claims, including any claims of joint ownership or inventorship, (B) the registrations and applications for registration of the Material Owned Intellectual Property are held of record in the Company’s name, and (C) none of the Material Owned Intellectual Property is the subject of any proceeding contesting its validity, enforceability or the Company’s ownership thereof. All issuance, renewal, maintenance and other payments that are or have become due as of the date hereof with respect to the Material Owned Intellectual Property have been timely paid by or on behalf of the Company. Schedule 3.11(a)(iii) sets forth a true and complete list of all Intellectual Property licensed to the Company and the license or agreement pursuant to which the Company obtained a license to such Intellectual Property. To the knowledge of Seller Parties, except as set forth on Schedule 3.11(a)(iii): (u) the Company owns or possesses adequate licenses or other valid rights to use all patents, patent applications, trademarks, trademark applications, copyrights, industrial designs, software, databases, data compilations, domain names, know-how, trade secrets, product formulas, inventions, rights-to-use and other industrial and intellectual property rights (collectively, “Intellectual Property”) used in the co...

Intellectual Property; IT Systems. Monroe and the Monroe Subsidiaries exclusively own, without Liens, or are validly licensed or otherwise have the right to use all Intellectual Property Rights owned or purported to be owned by Monroe or the Monroe Subsidiaries or that are material to the conduct of the business of Monroe and the Monroe Subsidiaries as currently conducted taken as a whole. The Monroe Disclosure Letter sets forth a description of all patented or registered Intellectual Property Rights or applications therefor owned by Monroe or any Monroe Subsidiary that are material to the conduct of the business of Monroe and the Monroe Subsidiaries taken as a whole, including for each such item the jurisdiction of registration or application, current owner, registrant, or assignee of record, the application date, the application number, registration date, registration number, and for any domain name registrations, the applicable registrar and expiration date. Except as set forth in the Monroe Disclosure Letter, no claims are pending or, to the knowledge of Monroe, threatened, that Monroe or any Monroe Subsidiary is infringing, misappropriating, or otherwise violating the rights of any person with regard to any Intellectual Property Right, other than claims that would

Intellectual Property; IT Systems. 4.23.1. MutualFirst Financial and each MutualFirst Financial Subsidiary owns or, to MutualFirst Financial’s Knowledge, possesses valid and binding licenses or other rights (subject to expirations in accordance with their terms) to use all patents, copyrights, trade secrets, trade names, servicemarks and trademarks used in their business, each without payment, and neither MutualFirst Financial nor any MutualFirst Financial Subsidiary has received any notice of conflict with respect thereto that asserts the rights of others. MutualFirst Financial and each MutualFirst Financial Subsidiary have performed all the obligations required to be performed, and are not in default in any respect, under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the Knowledge of MutualFirst Financial, the conduct of the business of MutualFirst Financial and each MutualFirst Financial Subsidiary as currently conducted does not, in any respect, infringe upon, dilute, misappropriate or otherwise violate any intellectual property owned or controlled by any third party. 4.23.2. To the MutualFirst Financial’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the business of the MutualFirst Financial or MutualBank (collectively, the “MutualFirst IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The MutualFirst IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct MutualFirst Financial’s consolidated business as currently conducted. Neither MutualFirst Financial nor MutualBank has experienced within the past two years any material disruption to, or material interruption in, the conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the MutualFirst IT Systems. To the knowledge of MutualFirst Financial, no Person has gained unauthorized access to any of the MutualFirst IT Systems that has had, or is reasonably expected to have, a Material A...

Intellectual Property; IT Systems. (a) Section 3.11(a) of the Disclosure Schedules contains a correct, current, and complete list of: (i) all Company IP Registrations, specifying as to each, as applicable: the title, xxxx, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the patent, registration, or application serial number; the issue, registration, or filing date; and the current status; (ii) all unregistered Trademarks included in the Company Intellectual Property; (iii) all proprietary Software of the Heartland Companies; and (iv) all other material Company Intellectual Property used or held for use in the Business. (b) Section 3.11(b) of the Disclosure Schedules contains a correct, current, and complete list of all Company IP Agreements. Sellers or any Heartland Company have provided Buyer with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all Company IP Agreements, including all modifications, amendments and supplements thereto. Each Company IP Agreement is valid and binding on the Heartland Companies in accordance with its terms and is in full force and effect. Neither the Heartland Companies nor, to the Knowledge of the Purchased Company, any other party thereto is in breach of or default under, or has provided or received any written notice of breach of, default under, or intention to terminate (including by non-renewal), any Company IP Agreement. (c) The Heartland Companies are the sole and exclusive legal and beneficial, and with respect to the Company IP Registrations, record, owner of all right, title, and interest in and to the Company Intellectual Property, and have the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the Business as currently conducted, in each case, free and clear of Encumbrances other than Permitted Encumbrances. The Heartland Companies have entered into binding, valid and enforceable, written Contracts with each current and former independent contractor whereby such independent contractor (i) acknowledges the Heartland Companies’ exclusive ownership of all Intellectual Property invented, created, or developed by such independent contractor within the scope of his or her engagement with the Heartland Companies; (ii) grants to the Heartland Companies a present, irrevocable assignment of any ownership interest such independent contractor may ha...

Intellectual Property; IT Systems. (a) Except as set forth in Section 3.12(a)(i) of the Company Disclosure Letter, each Entity in the Company Group (i) owns or (ii) has the valid right or license to use, all Intellectual Property material to the conduct of the Business as currently conducted in all material respects free and clear of all Encumbrances, other than as set forth in license agreements or similar agreements granting rights to the Intellectual Property of the Company Group that are listed in Section 3.10(m) of the Company Disclosure Letter, (such Intellectual Property being hereinafter collectively referred to as the “Company IP Rights”). As used in this Agreement, “Company-Owned IP Rights” means Company IP Rights that are owned or are purportedly owned by the Company Group. Except as set forth in Section 3.12(a)(ii) of the Company Disclosure Letter, to the knowledge of the Companies, none of the Intellectual Property included in the Company-Owned IP Rights is licensed to or otherwise used by Seller or any of its Affiliates (other than the Company Group) in connection with the operation of their business or otherwise. The Company Group’s rights in Company-Owned IP Rights are subsisting and, to the Companies’ knowledge, valid and enforceable.