Intellectual Property; IT Systems. (a) Schedule 3.20(a) sets forth a true, correct and complete list of U.S. and foreign (i) Target Company Owned Intellectual Property that is the subject of any issuance, registration, certificate, application, or other filing by, to or with any governmental authority or authorized private registrar, including patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration, and internet domain name registrations, currently in force or cancelled, abandoned, or adjudicated invalid or unenforceable within the past five (5) years (“Registered Intellectual Property”); and (ii) all other Intellectual Property Rights that are used in or necessary to operate the Business of the Target Company; and are subject to all written contracts to which the Target Company is a party and under which the Target Company has received or granted a license or sublicense with respect to any of the Target Company Intellectual Property, excluding Shrink-wrap Licenses (all such licenses, including the Shrink-wrap Licenses, the “Intellectual Property Licenses”). Except as set forth on Schedule 3.20(a), to the Knowledge of the Owners, none of such Registered Intellectual Property that is owned by the Target Company has been cancelled, abandoned or adjudicated invalid or unenforceable, and all registration, renewals and maintenance fees in respect of such Registered Intellectual Property that were due prior to the date hereof have been duly paid and all necessary documents and certificates in connection with the Registered Intellectual Property that have or that must be filed within 120 days of the date of this Agreement have been timely filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be. No loss or expiration of any Registered Intellectual Property is threatened or pending or reasonably foreseeable by the Target Company. (The Target Company Owned Intellectual Property and the Intellectual Property licensed to the Target Company under the Intellectual Property Licenses is collectively referred to as the “Target Company Intellectual Property”).
Intellectual Property; IT Systems. (a) Part 2.8(a) of the Company Disclosure Schedule identifies as of the date of this Agreement (1) (i) the name of applicant/registrant and current owner, (ii) the jurisdiction of application/issuance/registration and (iii) the application, issuance, publication or registration number for each item of Registered IP (other than domain names) and (2) all domain names owned or purported to be owned by any Acquired Corporation. Each of the patents and patent applications included in the Registered IP that are owned solely by an Acquired Corporation (and each of such Acquired Corporations’ co-owned patents and patent applications) properly identifies by name each and every inventor of the claims thereof as determined in accordance with applicable Legal Requirements of the United States. The Acquired Corporations solely and exclusively own and possess all right, title and interest in and to or have the right to use, pursuant to a valid written agreement, all material Company IP, free and clear of all Encumbrances other than: (x) Permitted Encumbrances and any Encumbrances caused or created by any action or failure to act by any Person other than the Acquired Corporations; and (y) Company IP validly licensed to any Acquired Corporation in the ordinary course or under Contracts disclosed under (or expressly exempted from the disclosure requirements for) the Disclosure Schedule. As of the date of this Agreement, no interference, opposition, reissue, reexamination or other proceeding of any nature (other than initial examination proceedings) is pending or, to the knowledge of the Company, threatened, in which the scope, validity, enforceability or ownership of any Registered IP owned by any Acquired Corporation is being or has been contested or challenged. All Company IP owned or purported to be owned by any Acquired Corporation is (x) subsisting and (y) to the knowledge of the Company, all (i) issued patents, (ii) registered trademarks, and (iii) registered copyrights material to the business of the Acquired Corporations that, in each case, are included in Company IP and that are owned or purported to be owned by an Acquired Corporation (I) are valid and enforceable and in full force and effect and (II) have not lapsed (except for any patents that are owned or purported by to be owned by an Acquired Corporation having lapsed or expired at the end of their statutory term), been abandoned, been disclaimed, been cancelled or been forfeited, except in each case of clau...
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.
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.
Intellectual Property; IT Systems. (a) Schedule 3.15(a) sets forth a complete and accurate list of all Registered Intellectual Property and any material unregistered Intellectual Property that are included in the Transferred Combined Business Intellectual Property, in each case listing, as applicable, (i) the application and registration numbers, (ii) the jurisdictions where such Intellectual Property is registered or where applications have been filed and (iii) the name of the current owner.
Intellectual Property; IT Systems. (a) Section 4.06(a) of the Disclosure Schedules contains a correct, current and complete list of: (i) all Intellectual Property Registrations, specifying as to each, as applicable: the title, mark, or design; 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 Intellectual Property Assets; (iii) all proprietary Software included in the Intellectual Property Assets; and (iv) all other Intellectual Property that is used or held for use in the conduct of the Business as currently conducted or proposed to be conducted other than Intellectual Property licensed by Sellers pursuant to Excluded Contracts. All required filings and fees related to the Intellectual Property Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Intellectual Property Registrations are otherwise in good standing. Sellers have provided Buyer with true and complete copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Intellectual Property Registrations.
Intellectual Property; IT Systems. 12.1 Schedule 8 sets forth a true, complete and correct list of all Registered Owned IPR and Registered Licensed IPR.
Intellectual Property; IT Systems. (a) Schedule 2.19(a) sets forth an accurate and complete list of the following in respect of the Healthcare Business: (i) all Copyrights, Patents and Marks, in each case to the extent applied for or registered with any Governmental Entity and owned by any Seller or any of Sellers’ Affiliates; (ii) all material unregistered Intellectual Property owned by any Seller or any of Sellers’ Affiliates; and (iii) all Intellectual Property, including Software proprietary to third parties and licensed to Sellers or Sellers’ Affiliates for use in the Healthcare Businesses as currently conducted, and, for the items described in clauses (i)-(iii), identifies all Intellectual Property Agreements associated with them.
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.
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.
