Intellectual Property Rights; Privacy Sample Clauses

Intellectual Property Rights; Privacy. (a) Company Disclosure Schedule 4.11(a) sets forth a list of the following Owned Business Intellectual Property Rights: (i) all Registered Business Intellectual Property Rights (including, the jurisdiction and issuance, registration or application number and date, as applicable); (ii) material unregistered Trademarks; and (iii) material proprietary Software. All Registered Business Intellectual Property Rights are valid, subsisting, and to the Knowledge of the Company, enforceable. (b) The Company Group owns or has rights to use all material Business Intellectual Property Rights, in each case, free and clear of all Encumbrances, other than Permitted Encumbrances. To the Knowledge of the Company, no other Intellectual Property Rights other than the Business Intellectual Property Rights are necessary to conduct the business of the Company Group in substantially the same manner as conducted as of the date hereof. The consummation of the transactions will not result in the loss or impairment of the Company Group’s right to own, use or hold for use any Business Intellectual Property Rights as owned, used or held for use in the conduct of the business as conducted in the twelve (12) months prior to the date of this Agreement. (c) To the Knowledge of the Company, neither the Company Group’s business as conducted as of the date hereof nor the Company Group’s business as conducted during the thirty-six (36) months immediately prior to the date hereof infringes on, misappropriates, or otherwise violates any Intellectual Property Rights of any third Person. As of the date hereof, there is no Action pending or, to the Knowledge of the Company, threatened against any of the Company Group with respect to the alleged infringement or misappropriation by the Company Group of any Intellectual Property Rights of any third Person, and no such Action has been brought, or to the Knowledge of the Company, threatened, against any members of the Company Group during the thirty-six (36) months immediately prior to the date hereof. As of the date hereof, no Person has asserted to the Company Group any written objection or claim with respect to the ownership, validity or enforceability of, or the right of the Company Group to exercise, sell or license, any Owned Business Intellectual Property Rights. (d) To the Knowledge of the Company, as of the date hereof, no Person has infringed, misappropriated, or otherwise violated, or is infringing on, misappropriating, or otherwise violating...
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Intellectual Property Rights; Privacy. (a) Schedule 4.15(a) contains a list of all registered Company Owned IP (including the record owner thereof) and all Company Owned IP comprising material unregistered Trademarks, and (i) for each Patent, the patent number or application serial number for each jurisdiction in which filed, dates filed and issued and the present status; (ii) for each registered Trademark, the application serial number or registration number, by country, province and state, and the class of goods or services covered, the nature of the goods or services, the dates filed and issued, and the present status; (iii) for each domain name, the renewal date and name of registry; (iv) for each registered Copyright, the number and date of each registration or Copyright application by country, province or state; and (v) for each registered design, the registration number or serial number for each jurisdiction in which filed, dates filed and issued. (b) To the Company’s Knowledge, all Company Owned IP comprising Trade Secrets that a Group Company has chosen to retain as a Trade Secret under the Laws of the applicable jurisdictions has been maintained in confidence by the Group Companies in accordance with commercially reasonable protection procedures. (c) All Personnel who have contributed to or participated in the conception and development of material Company Owned IP either (i) have been party to a written “work-for-hire” or similar contract with a Group Company that, in accordance with all Laws, has granted the Group Company full, effective, exclusive and original ownership of all Work Product and all right, title and interest in the Work Product, including Intellectual Property, or (ii) have executed appropriate instruments of assignment in favor of a Group Company as 968037.12 assignee that have conveyed to the Group Company full, effective and exclusive ownership of all Work Product. (d) To the Company’s Knowledge, (i) all material Company Owned IP is subsisting and enforceable (to the extent such concepts apply and, with respect to U.S. Copyrights, assuming registration when required for enforcement), and have not been abandoned or cancelled, (ii) a Group Company is the sole and exclusive owner of, and a Group Company has the right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of and license Company Owned IP without payment to any other Person, and (iii) no ownership rights or rights to use any Company Owned IP have been assigne...
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Intellectual Property Rights; Privacy. (i) The Company and its Subsidiaries own or have sufficient rights to use all Intellectual Property Rights material to, and used in or necessary for, the conduct of their respective businesses as currently conducted and as currently planned to be conducted, all of which rights shall survive the consummation of the Transactions unchanged. (ii) The conduct of the respective businesses of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate, and, since January 1, 2022, has not infringed, misappropriated or otherwise violated in any material respects any Intellectual Property Rights of any Person. To the knowledge of the Company, and except as otherwise is disclosed in the SEC Reports, since January 1, 2022, no Person has infringed, misappropriated or otherwise violated any Intellectual Property Rights owned by the Company or any of its Subsidiaries. (iii) The IT Assets owned, used or held for use (including through cloud-based or other third party service providers) by the Company or any of its Subsidiaries are sufficient for the current and currently anticipated needs of the businesses of the Company and its Subsidiaries. The Company and its Subsidiaries are in material compliance, and since January 1, 2022, have been in material compliance, with all applicable Laws regarding privacy, cybersecurity or the protection of Personal Information and any privacy policies of the Company that have been publicly adopted. Except as otherwise disclosed in the SEC Reports, since January 1, 2022, the Company and its Subsidiaries have not experienced any actual or alleged data breach, security incident or incident of loss, theft, misuse or unauthorized processing of Personal Information in their possession or control or processed by any third party on their behalf.
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Intellectual Property Rights; Privacy. (a) The Company and the Asset Sellers own all right, title and interest in, or have a valid and enforceable written license or other permission to use, all Company Intellectual Property. Each item of Owned Intellectual Property and Owned Business Intellectual Property is solely and exclusively owned by the Company or one of the Asset Sellers, free and clear of all Liens other than Permitted Liens. All Owned Intellectual Property and Owned Business Intellectual Property is subsisting. All registrations constituting Registered Intellectual Property (other than patents) that are Owned Intellectual Property or Owned Business Intellectual Property and, to the Seller’s Knowledge, all registrations constituting patents that are Owned Intellectual Property or Owned Business Intellectual Property are valid and enforceable. (b) Section 2.8(b) of the Seller Disclosure Schedule contains an accurate and complete list of the Registered Intellectual Property, material Owned Software, and material unregistered Trademarks that are Owned Intellectual Property or Owned Business Intellectual Property, including the jurisdiction where each item of such Registered Intellectual Property is registered or filed, the applicable patent or registration number and application number, and the record owner or domain registrant. All Registered Intellectual Property has been maintained effective by the filing of all necessary filings, maintenance and renewals and timely payment of requisite fees. No loss or expiration of any Owned Intellectual Property or Owned Business Intellectual Property is, threatened in writing, or to Seller’s Knowledge threatened orally, or pending, except for patents or copyrights expiring at the end of their statutory terms, and not as a result of any act or omission by the Company or the Asset Sellers (including failure by the Company or Asset Sellers to pay any required maintenance fees). (c) Except as would not, individually or in the aggregate, be material to the Business: (i) the Company and the Asset Sellers operation of the Business, including the manufacture, importation, use, offer for sale, sale, licensing, distribution and other commercial exploitation of the Business’s products and services, and the Owned Intellectual Property and the Owned Business Intellectual Property, have not, since October 31, 2020, infringed, misappropriated or otherwise violated, and do not infringe, misappropriate or otherwise violate, any Intellectual Property rights or righ...
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Intellectual Property Rights; Privacy 
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Related to Intellectual Property Rights; Privacy

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.