Intellectual Property; Software. Other than as set forth on Schedule 5.12:
(a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company.
(b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements.
(c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements.
(d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted.
(i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or excl...
Intellectual Property; Software. (a) SCHEDULE 5.15 contains a list and description (showing in each case the registered or other owner, expiration date and registration or application number, if any) of all Copyrights, Patents and Trademarks (including all assumed or fictitious names under which any Seller is conducting the Business or has within the previous five years conducted the Business) owned by, licensed to or used by any Seller in connection with the conduct of the Business.
(b) SCHEDULE 5.15 contains a list and description (showing in each case any owner, licensor or licensee) of all Software owned by, licensed to or used by any Seller primarily in the conduct of the Business, provided that SCHEDULE 5.15 does not list mass market Software licensed to any Seller that is available in consumer retail stores or otherwise generally commercially available and subject to "shrink-wrap" or "click-through" license agreements.
(c) SCHEDULE 5.15 contains a list and description of all agreements, contracts, licenses, sublicenses, assignments and indemnities that relate to (i) any Copyrights, Patent Rights or Trademarks listed in SCHEDULE 5.15, (ii) any Trade Secrets owned by, licensed to or used by any Seller used primarily in or relating primarily to the Business or (iii) any Software listed in SCHEDULE 5.15.
(d) Except as disclosed in SCHEDULE 5.15, each Seller either: (i) owns the entire right, title and interest in and to the Intellectual Property and Software included in the Purchased Assets, free and clear of any Encumbrance, or (ii) has the perpetual, royalty-free right to use the same. Except as set forth in SCHEDULE 5.15, each Seller is listed in the records of the appropriate United States, state or foreign registry as the sole current owner of record for each application or registration identified in SCHEDULE 5.15 as being owned by such Seller.
(e) Except as disclosed in SCHEDULE 5.15: (i) all registrations for Copyrights, Patent Rights and Trademarks identified in SCHEDULE 5.15 as being owned by any Seller are valid and in force, and all applications to register any unregistered Copyrights, Patent Rights and Trademarks so identified are pending and in good standing, all without challenge of any kind; (ii) the Intellectual Property owned by any Seller has not been cancelled or abandoned and is valid and enforceable; and (iii) such Seller has the sole and exclusive right to bring actions for infringement, misappropriation, dilution, violation or unauthorized use of the Intellectual...
Intellectual Property; Software. (a) For all purposes of this Agreement,
Intellectual Property; Software. (a) Section 3.15(a) of the Company Disclosure Schedule (i) sets forth a complete and accurate list of (x) all Registered Intellectual Property, and (y) all material Software products owned by the Company or any of its Subsidiaries, and material trademarks of the Company or any of its Subsidiaries, and (ii) specifies, where applicable, the jurisdictions in which each item of such Registered Intellectual Property has been issued or registered or in which an application for such issuance and registration has been filed, including the respective registration or application numbers and the names of all registered owners. Section 3.15(a) of the Company Disclosure Schedule lists any proceedings or actions before any court, tribunal (including the United States Patent and Trademark Office) related to any of the Registered Intellectual Property. The Company and its Subsidiaries have complied in all material respects with all applicable disclosure requirements and have not committed any fraudulent act in the application for and maintenance of any Intellectual Property of the Company and its Subsidiaries. Each item of Registered Intellectual Property, excluding any Registered Intellectual Property that is the subject of any application or other preliminary submission, is valid, subsisting and enforceable. All necessary registration, maintenance and renewal fees in connection with such Registered Intellectual Property have been paid and all necessary documents and certificates in connection with such Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities for the purposes of maintaining such Registered Intellectual Property.
(b) Except as set forth on Section 3.15(b) of the Company Disclosure Schedule: (i) the Company and its Subsidiaries own and have good and exclusive title to each item of the Company-Owned Intellectual Property, including all Registered Intellectual Property, free and clear of any Encumbrance, and have the valid and enforceable right to use, transfer, license and encumber all such Registered Intellectual Property (excluding any Registered Intellectual Property that is the subject of any application or other preliminary submission); (ii) the Company and its Subsidiaries own or have the right to use or operate under all of the Company Intellectual Property; (iii) to the Knowledge of the Company, the Company Intellectual Property constitutes all of the Intellectual Property necessary to the ...
Intellectual Property; Software. This paragraph is about controlling the use of software provided by ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Intellectual Property; Software. (a) As used herein: (i) "Intellectual Property" means all U.S. and foreign (a) trademarks, service marks, trade names, Internet domain names, designs, logos, slogans and other distinctive indicia of origin, together with goodwill, registrations and applications relating to the foregoing ("Trademarks"); (b) patents and pending patent applications, invention disclosure statements, and any and all divisions, continuations, continuations-in-part, reissues, reexaminations, and any extensions thereof, any counterparts claiming priority therefrom and like statutory rights ("Patents"); (c) registered and unregistered copyrights (including those in Software), rights of publicity and all registrations and applications to register the same ("Copyrights"); and (d) confidential technology, know-how, inventions, processes, formulae, algorithms, models and methodologies ("Trade Secrets"); (ii) "IP Licenses" means all Contracts (excluding "click-wrap" or "shrink-wrap" agreements or agreements contained in "off-the-shelf" Software or the terms of use or service for any Web site) pursuant to which the Company and its Subsidiaries have acquired rights in (including usage rights) to any Intellectual Property, or licenses and agreements pursuant to which the Company and its Subsidiaries have licensed or transferred the right to use any Intellectual Property, including license agreements, settlement agreements and covenants not to sue; (iii) "Software" means all computer programs, including any and axx software implementations of algorithms, models and methodologies whether in source code or object code form, databases and compilations, including any and all electronic data and electronic collections of data, all documentation, including user manuals and training materials, related to any of the foregoing and the content and information contained on any Web site; and (iv) "Company Intellectual Property" means the Intellectual Property and Software held for use or used in the business of the Company or its Subsidiaries as presently conducted.
Intellectual Property; Software. (a) Schedule 4.13(a) sets forth a true and complete list of all registered Patents, Copyrights, Trademarks, service marks and domain registrations, including any pending applications to register any of the foregoing, owned (in whole or in part) by the Company as of the date hereof (collectively, “Company Registered IP”). All Company Registered IP (other than patent applications or applications to register Trademarks or Copyrights) is subsisting and, to the Knowledge of the Company, valid and enforceable, and neither the Company nor any Seller has received any written notice or claim challenging the validity or enforceability of any Company Registered IP. The Company has not taken any action or failed to take any action that could reasonably be expected to result in the abandonment, cancellation or forfeiture of any of the Company Registered IP, except for any issuances, registrations or applications for any Company Registered IP that the Company has permitted to expire or has cancelled or abandoned in its reasonable business judgment. No Company Registered IP is involved, or has been involved within the three years immediately prior to the date of this Agreement, in any interference, reissue, reexamination, opposition, cancellation or other post-grant proceeding before the U.S. Patent and Trademark Office or similar office in any other jurisdiction, and, to the Knowledge of the Company, no such action is or has been threatened in writing with respect to any of the Company Registered IP.
(b) The Company exclusively owns, free and clear of any and all Encumbrances except for Permitted Encumbrances, all Company Registered IP (other than Company Registered IP identified on Schedule 4.13(a) as jointly owned by the Company). The Company has the right to use all Intellectual Property used in the Business. The Company has not received any written notice or claim challenging the Company’s ownership of any of the Intellectual Property owned (in whole or in part) by the Company that is material to the conduct of the Business.
(c) The Company has taken commercially reasonable steps to maintain the confidentiality of all information that constitutes a material Trade Secret of the Company. All current and former employees, consultants and contractors of the Company who created or are responsible for the protection of the Company’s material Trade Secrets have executed and delivered non-disclosure and invention assignment agreements, substantially similar forms of which h...
Intellectual Property; Software. (a) Powin Energy has provided Powin Corporation with a complete and correct list in all material respects of all patents, Trademarks, copyright registrations, and applications therefor, applicable to or used in the business of Powin Energy, together with a complete list of all licenses granted by or to Powin Energy with respect to any of the above (collectively, “Powin Energy Intellectual Property”). To Powin Energy’s Knowledge, all such Intellectual Property is owned by Powin Energy, free and clear of all Liens, except where the failure to own or use such Powin Energy Intellectual Property would not have a Material Adverse Effect on Powin Energy, or is used by it pursuant to valid licenses. To Powin Energy’s Knowledge, it is not currently in receipt of any notice of any violation or infringement of, and it is not knowingly violating or infringing in any material respect, the rights of others in, or to any patent, unpatented invention, trademark, tradename, service xxxx, copyright, trade secret, know-how, design, process or other intangible asset.
Intellectual Property; Software. (a) Section 3.15(a) of the Company Disclosure Schedule lists all Company Material Intellectual Property owned or purported to be owned by any Company Entity that is currently registered or subject to a pending application for registration with a Governmental Authority (collectively, the “Company Registered Intellectual Property”). Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, a Company Entity is the sole and exclusive owner of all Company Registered Intellectual Property and all other Company Material Intellectual Property (including the Company Material Intellectual Property created by employees and contractors within the scope of their employment or engagement by Company Entities), free and clear of any Lien thereof (except for any Permitted Lien and the Company IP Agreements). All Company Registered Intellectual Property is subsisting, has not been abandoned or canceled and, to the Company’s Knowledge related to the registrations included therein, is valid and enforceable in all material respects.
(b) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, a Company Entity owns, licenses or otherwise has and has had the right to use all Intellectual Property used in the operation of the Company Entities’ businesses as currently conducted.
(c) There are, and since December 31, 2017, have been, no material Actions pending or, to the Company’s Knowledge, threatened in writing (including cease and desist letters or requests for a license), against any Company Entity alleging infringement, misappropriation or other violation of any Intellectual Property of another Person or challenging the ownership, validity or enforceability of the Intellectual Property owned or purported to be owned by a Company Entity.
(d) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect:
(1) the operation of the Company Entities’ respective businesses, including any product or service marketed, used, licensed, sold or otherwise provided by such Company Entity, as currently conducted and as conducted since December 31, 2017, is not infringing, misappropriating or otherwise violating, and has not infringed, misappropriated or otherwise violated, any Intellectual Property of any other Person and (...
Intellectual Property; Software. (a) Each of the Company and its subsidiaries owns or possesses adequate licenses or other valid rights to use all existing United States and foreign patents, trademarks, trade names, service marks, copyrights, trade secrets and applications therefor owned or used by the Company and its subsidiaries (the "Company Intellectual Property Rights"), except where the failure to own or possess valid rights to use such Company Intellectual Property Rights would not have a Company Material Adverse Effect.
(b) Except for any of the following which would not have a Company Material Adverse Effect:
(i) the validity of the Company Intellectual Property Rights and the title thereto of the Company or any subsidiary, as the case may be, is not being questioned in any litigation to which the Company or any subsidiary is a party, and
(ii) the conduct of the business of the Company and its subsidiaries as now conducted does not, to the knowledge of the Company, infringe any valid patents, trademarks, trade names, service marks or copyrights of others. To the knowledge of the Company, the consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of any Company Intellectual Property Rights.
