Intellectual Property; Permits and Intangibles Sample Clauses

Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has a valid license to use all Intellectual Property the absence of any of which is reasonably likely to have a Material Adverse Effect, and the COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.12(a)) of all Intellectual Property owned or used by the COMPANY. Each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property used by the COMPANY is licensed to the COMPANY pursuant to a license agreement that is valid and in full force and effect. Except as set forth on Schedule 5.12(a), all right, title and interest in and to each item of Intellectual Property is owned by the COMPANY and is not subject to any license, royalty arrangement or any pending or, to the COMPANY's knowledge, threatened claim or dispute. None of the Intellectual Property owned or, to the COMPANY's knowledge, none of the Intellectual Property used by the COMPANY nor any product sold by the COMPANY infringes any Intellectual Property right of any other person or entity and, to the COMPANY's knowledge, no Intellectual Property owned by the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect and the COMPANY has delivered to HOLDING an accurate list and summary description (which is set forth on Schedule 5.12(b)) of all such licenses, franchises, permits and other governmental authorizations held the Company, including all permits, titles, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 and is not in violation of any of the foregoing except wh...
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Intellectual Property; Permits and Intangibles. (a) AIRNET has delivered to each of INVESTORS an accurate list (which is set forth on Schedule 2.9(a)) of all Intellectual Property. Without limiting the generality of the foregoing, Schedule 2.9(a) includes the following with respect to all Patents, Copyrights and Marks that are Intellectual Property: (A) a complete and accurate list of all such Patents, Copyrights and Marks, (B) an accurate description by country, type or category, and indication of status (namely, for Patents whether each is unfiled, filed and pending, or issued, and all dates of maintenance fees paid, if applicable; for Copyrights and Marks, whether each is completed or in process, registered or unregistered, and all renewal dates, if applicable), and (C) the name of the owner or licensor and each licensee and sub-licensee of each Patent, Copyright and Xxxx. Except as otherwise indicated in Schedule 2.9(a), no information exists indicating that any of such Patents, Copyrights or Marks is invalid or has expired. (b) AIRNET owns or holds the right to use all the Intellectual Property necessary to provide, produce, sell and license the services and products currently provided, produced, sold and licensed by AIRNET, and to conduct AIRNET's business as presently conducted, and to satisfy and perform the existing contracts, commitments, arrangements and understandings with customers of AIRNET. (c) Except as set forth on Schedule 2.9(c), AIRNET is the sole record and beneficial owner of, and holds all right, title and interest in, each item of Intellectual Property, free and clear of all Liens and any obligation to pay any license, royalty or other compensation to any Person or to obtain any approval or consent for use of any of the Intellectual Property, and AIRNET has the right to freely convey and assign such Intellectual Property in AIRNET's own name and, including the right to create derivatives. Except as set forth on Schedule 2.9(c), each item of Intellectual Property which is licensed, sublicensed, distributed or otherwise used by AIRNET is licensed by AIRNET from the appropriate third party pursuant to the terms of a written license agreement which is valid and in full force and effect. (d) None of the Intellectual Property owned by AIRNET, and to AIRNET's Knowledge none of the Intellectual Property licensed, sublicensed, distributed or otherwise used by AIRNET nor any product or service offered for sale, sold, leased, licensed, sublicensed or otherwise distributed or provided by AIR...
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Intellectual Property; Permits and Intangibles. The Companies or one of their Subsidiaries owns, or has a valid license to use, all of the patents, trademarks, trade names, service marks, registered copyrights or applications ("Intellectual Property"), which are currently used by them in, or are necessary to enable them to carry on, their businesses as presently conducted. Schedule 4.17 sets forth a complete and correct list of ------------- each material patent, trademark, trade name, service xxxx and registered copyright owned or used by the Companies or one of their Subsidiaries and any registrations and pending applications therefor, and each license or other agreement relating thereto. Except as disclosed in Schedule 4.17, (i) the ------------- Companies and their Subsidiaries have the exclusive right to use the Intellectual Property disclosed in Schedule 4.17, (ii) all registrations with ------------- and applications to Governmental Authorities in respect of such Intellectual Property are valid and in full force and effect and all taxes and maintenance fees due as of the date hereof have been paid, (iii) except for standard restrictions on the direct or indirect transfer of any contract or interest therein (none of which apply to the transactions contemplated by this Agreement), there are no restrictions on the direct or indirect transfer of any contract, or any interest therein, held by the Companies and their Subsidiaries in respect of such Intellectual Property, (iv) Sellers have made available to Buyer prior to the execution of this Agreement documentation with respect to any invention, process, design, computer program or other know-how or trade secret included in such Intellectual Property, which documentation is accurate in all material respects and reasonably sufficient in detail and content to identify and explain such invention, process, design, computer program or other know-how or trade secret and to facilitate its full and proper use without reliance on the special knowledge or memory of any Person, (v) the Companies and their Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their trade secrets, and (vi) to the Knowledge of Sellers, no such Intellectual Property is being infringed by any other Person. Neither the Sellers, the Companies nor any of their Subsidiaries have received notice that they are infringing any Intellectual Property of any other Person, no claim is pending or, to the Knowledge of Sellers, has been made to su...
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Intellectual Property; Permits and Intangibles. (a) POWERCREW owns or has licenses to all Intellectual Property the absence of any of which would have a Material Adverse Effect on POWERCREW, and POWERCREW has delivered to CONDOR an accurate list (which is set forth on Schedule 2.9(a)) of all Intellectual Property owned by POWERCREW. Each item of Intellectual Property owned by or licensed by POWERCREW is valid and in full force and effect. Except as set forth on Schedule 2.9(a), all right, title and interest in and to each item of Intellectual Property owned by POWERCREW is not subject to any license, royalty arrangement or pending or threatened claim or dispute. To POWERCREW's knowledge, none of the Intellectual Property owned by or licensed by POWERCREW nor any product sold or licensed by POWERCREW, infringes any Intellectual Property right of any other entity and to POWERCREW's knowledge, no Intellectual Property owned by POWERCREW is infringed upon by any other entity. Except as specifically provided in Schedule 2.9(a) or 2.9(b), the transactions contemplated by this Agreement will not (i) to POWERCREW's knowledge, result in the infringement by POWERCREW of any Intellectual Property right of any other entity, (ii) infringe any Intellectual Property listed on Schedule 2.9(a), or (iii) result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to POWERCREW by, any licenses, franchises, permits or government authorizations listed on Schedule 2.9(b). (b) POWERCREW holds all licenses, franchises, permits and other governmental authorizations (which other government authorizations are required by law) the absence of any of which could have a Material Adverse Effect on POWERCREW, and POWERCREW has delivered to CONDOR an accurate list and description (which is set forth on Schedule 2.9(b)) of all governmental licenses, franchises, permits and other governmental authorizations, including permits, titles, licenses, franchises and certificates (it being understood that a list of all environmental permits and other environmental approvals is set forth on Schedule 2.10). The licenses, franchises, permits and other governmental authorizations listed on Schedule 2.9(b) and Schedule 2.10 are valid, and POWERCREW has not received any notice that any Governmental Authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. POWERCREW has conducted and is conducting its business in compliance with the require...
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Intellectual Property; Permits and Intangibles. (a) The COMPANY owns all Intellectual Property the absence of any of which is reasonably likely to have a Material Adverse Effect on its business, and the COMPANY has delivered to PC an accurate list (which is set forth on Schedule 5.12) of all Intellectual Property owned or used by the COMPANY. Each item of Intellectual Property owned or used by the COMPANY is valid and in full force and effect. Except as set forth on Schedule 5.12,
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Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has valid licenses to all Intellectual Property required for or otherwise used in connection with the conduct of its business and the COMPANY has delivered to ITP an accurate list (which is set forth on Schedule 5.8(a)) of all Intellectual Property owned or used by the COMPANY including a list of all licenses and sublicenses granted by or to the COMPANY with respect to any Intellectual Property. To the COMPANY's knowledge, each item of Intellectual Property owned by or licensed to the COMPANY is valid and in full force and effect. Except as set forth on Schedule 5.8(a), all right, title and interest in and to each item of Intellectual Property owned by or licensed to the COMPANY is not subject to any restriction, royalty or fee arrangement or pending or, to the COMPANY's knowledge, threatened claim or dispute. To the COMPANY's knowledge, none of the Intellectual Property owned by or licensed to the COMPANY nor any product sold or licensed or service provided by the COMPANY, infringes any Intellectual Property right of any other person or entity and to the COMPANY's knowledge, no Intellectual Property owned by or licensed to the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and governmental authorizations the absence of any of which could have a Material Adverse Effect, and the COMPANY has delivered to ITP an accurate list and summary description (which is set forth on Schedule 5.8(b)) of all such licenses, franchises, permits and other governmental authorizations, including permits, licenses, franchises and certificates (a list of all environmental permits and other environmental approvals is set forth on Schedule 5.9). To the COMPANY's knowledge, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.8(b) and 5.9 are valid and in effect, and the COMPANY has not received any notice that any Governmental Authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. To the COMPANY's knowledge, the COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.8(b) and 5.9 and is not in material violation of any of the foregoing or of any related regulatory or legal requirements except where such non-com...
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Intellectual Property; Permits and Intangibles. (a) GLOBAL owns or has licenses to all Intellectual Property the absence of any of which would have a Material Adverse Effect on GLOBAL, and GLOBAL has delivered to CONDOR an accurate list (which is set forth on Schedule 2.9(a)) of all material Intellectual Property owned by GLOBAL (other than processes or know-how). Each item of material Intellectual Property owned by or licensed by GLOBAL is valid and in full force and effect. Except as set forth on Schedule 2.9(a), all right, title and interest in and to each item of Intellectual Property owned by GLOBAL is not subject to any license or royalty arrangement. To XXXX'x and GLOBAL's knowledge, and except as set forth on Schedule 2.9(a), none of the Intellectual Property owned by or licensed by GLOBAL nor any product sold or licensed by GLOBAL, infringes any Intellectual Property right of any other entity and to XXXX'x and GLOBAL's knowledge, no material Intellectual Property owned by GLOBAL is infringed upon by any other entity, in each such case, except such infringement as would not have a Material Adverse Effect. Except as specifically provided in Schedule 2.9(a) or 2.9(b), the transactions contemplated by this Agreement will not (i) to XXXX'x and GLOBAL's knowledge, result in the infringement by GLOBAL of any Intellectual Property right of any other entity, (ii) infringe any Intellectual Property listed on Schedule 2.9(a), or (iii) result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to GLOBAL by, any licenses, franchises, permits or government authorizations listed on Schedule 2.9(b). (b) GLOBAL has delivered to CONDOR an accurate list and description (which is set forth on Schedule 2.9(b)) of all material governmental licenses, franchises, permits and other governmental authorizations, including material permits, titles, licenses, franchises and certificates (it being understood that a list of all environmental permits and other environmental approvals is set forth on Schedule 2.10). The licenses, franchises, permits and other governmental authorizations listed on Schedule 2.9(b) are valid, and GLOBAL has not received any notice that any Governmental Authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization, except for such cancellation, terminations or failures to renew as would not have a Material Adverse Effect.
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Intellectual Property; Permits and Intangibles. (a) The COMPANIES owns all Intellectual Property the absence of any of which is reasonably likely to have a Material Adverse Effect on their business, and the COMPANIES have delivered to PC an accurate list (which is set forth on Schedule 5.12) of all Intellectual Property owned or used by the COMPANIES. Each item of Intellectual Property owned or used by the COMPANIES is valid and in full force and effect. Except as set forth on Schedule 5.12, all right, title and interest in and to each item of Intellectual Property is owned by the COMPANIES and is not subject to any license, royalty arrangement or pending or threatened claim or dispute. None of the Intellectual Property owned or, to the COMPANIES' knowledge, none of the Intellectual Property used by the COMPANIES nor any product sold by the COMPANIES, infringes any Intellectual Property right of any other entity and no Intellectual Property owned by the COMPANIES is infringed upon by any other entity. (b) The COMPANIES hold all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on their business, and the
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Related to Intellectual Property; Permits and Intangibles

  • PERMITS AND INTANGIBLES The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

  • 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.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • 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; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Matters A. Definitions

  • 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.

  • COPYRIGHT AND INTELLECTUAL PROPERTY 11 ARTICLE 6 - JOB SECURITY 12

  • COPY RIGHT AND INTELLECTUAL PROPERTY 8.1. All information (inclusive of data, text, image) displayed in xxxx.xxxxxxxx.xxx.xx shall not be used or published in other channels without the express written permission of PAH. PAH has the right to use any available legal remedies which may include the demand for factual or statutory damages, solicitor's fees and injunctive relief for any violation of PAH's intellectual property rights.

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

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