Common use of Intellectual Property; Proprietary Rights; Employee Restrictions Clause in Contracts

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) All Intellectual Property Rights used by Lycos or its Subsidiaries in their respective businesses are owned by Lycos or such Subsidiaries by operation of law, have been validly assigned to Lycos or such Subsidiaries or Lycos otherwise has the right to use such Intellectual Property Rights in its business as currently conducted except for such failures that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Lycos. Lycos or one of its Subsidiaries has exclusive ownership of or a license to use all Intellectual Property Rights used by Lycos or its Subsidiaries in Lycos's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of Lycos's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which Lycos or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, except, for such failures as, either individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Lycos. The present business activities or products of Lycos do not infringe any Intellectual Property Rights of others, except as have not had and would not reasonably be expected to have a Material Adverse Effect on Lycos. To its knowledge, as of the date of this Agreement Lycos has not received any notice or other claim from any person asserting that any of Lycos's present activities infringe or may infringe any Intellectual Property Rights of such person, except for such notices or claims which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Lycos.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Lycos Inc), Agreement and Plan of Reorganization (Terra Networks Sa)

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Intellectual Property; Proprietary Rights; Employee Restrictions. (a) All Intellectual Property Rights used by Lycos Terra or its Subsidiaries in their respective businesses are owned by Lycos Terra or such Subsidiaries by operation of law, have been validly assigned to Lycos Terra or such Subsidiaries or Lycos Terra otherwise has the right to use such Intellectual Property Rights in its business as currently conducted except for such failures that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on LycosTerra. Lycos Terra reasonably believes that the Intellectual Property Rights are sufficient to carry on the business of Terra as presently conducted. Terra or one of its Subsidiaries has exclusive ownership of or a license to use all Intellectual Property Rights used by Lycos Terra or its Subsidiaries in LycosTerra's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of LycosTerra's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which Lycos Terra or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, except, except for such failures as, either individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on LycosTerra. The present business activities or products of Lycos Terra do not infringe any Intellectual Property Rights of others, except as have not had and would not reasonably be expected to have a Material Adverse Effect on LycosTerra. To its knowledge, as of the date of this Agreement Lycos Terra has not received any notice or other claim from any person asserting that any of LycosTerra's present activities infringe or may infringe any Intellectual Property Rights of such person, person except for such notices or claims which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on LycosTerra.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Terra Networks Sa), Agreement and Plan of Reorganization (Lycos Inc)

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) All Intellectual Property Rights used by Lycos or its Subsidiaries in their respective businesses are owned by Lycos or such Subsidiaries by operation of law, have been validly assigned to Lycos or such Subsidiaries or Lycos otherwise has the right to use such Intellectual Property Rights in its business as currently conducted except for such failures conducted. Lycos believes that would not reasonably be expected the Intellectual Property Rights are sufficient to have, either individually or in carry on the aggregate, a Material Adverse Effect on Lycosbusiness of Lycos as presently conducted. Lycos or one of its Subsidiaries has exclusive ownership of or a license to use all Intellectual Property Rights all Intellectual Property Rights used by Lycos or its Subsidiaries in Lycos's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of Lycos's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which Lycos or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, exceptexcept as would not, for such failures as, either individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Lycos. The present business activities or products of Lycos do not infringe any Intellectual Property Rights of others, except as have not had and would not reasonably be expected to not, have a Material Adverse Effect on Lycos. To its knowledge, as of the date of this Agreement Lycos has not received any notice or other claim from any person asserting that any of Lycos's present activities infringe or may infringe any Intellectual Property Rights of such person, except for such notices or claims which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Lycos.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usa Networks Inc)

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Intellectual Property; Proprietary Rights; Employee Restrictions. (a) All Intellectual Property Rights used by Lycos the Company or its Subsidiaries in their respective businesses are owned by Lycos the Company or such Subsidiaries by operation of law, law or have been validly assigned to Lycos the Company or such Subsidiaries or Lycos the Company or such Subsidiary otherwise has the right to use such Intellectual Property Rights in its business as currently conducted except (i) as set forth on Section 3.16 of the Company Disclosure Letter, or (ii) for such failures that would could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect material adverse effect on Lycos. Lycos the Company or one of its Subsidiaries has taken as a whole. The Company or its Subsidiaries have exclusive ownership of or a license to use all Intellectual Property Rights used by Lycos the Company or its Subsidiaries in Lycosthe Company's business and its Subsidiaries' businesses as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of Lycosthe Company's or any of its Subsidiary's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which Lycos the Company or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, except, for such failures as, either individually or in the aggregate, have not had and would could not reasonably be expected to have a Material Adverse Effect material adverse effect on Lycosthe Company and its Subsidiaries taken as a whole. The present business activities or products of Lycos the Company and its Subsidiaries do not infringe any Intellectual Property Rights of others. To the knowledge of the Company, except as have not had and would not reasonably be expected to have a Material Adverse Effect set forth on Lycos. To its knowledge, as Section 3.16 of the date of this Agreement Lycos has Company Disclosure Letter the Company and its Subsidiaries have not received any notice or other claim from any person asserting that any of Lycosthe Company's or its Subsidiaries present activities infringe or may infringe any Intellectual Property Rights of such person, except for such notices or claims which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Lycos.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Newmedia Spark PLC)

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