Intellectual Property; Technology Sample Clauses
Intellectual Property; Technology. (a) Schedule 3.11(a) contains a true, correct and complete list of all Intellectual Property (as defined below), which constitute applications and registrations by the Company and each Subsidiary with or in any governmental agency, foreign or domestic, having jurisdiction over such subject matter. All such applications and registrations have been duly filed, and those registrations which have issued are validly existing and in full force and effect. With respect to all U.S. registered service and trademarks, Section 8 and 15 declarations, where applicable, have been timely filed and accepted. Except as set forth on Schedule 3.11(a), no service or trademarks listed on Schedule 3.11
(a) have been abandoned.
(b) Except for proprietary material of persons other than the Company which is licensed to the Company and which is generally commercially available on a non-exclusive basis, material which is publicly available without restriction, or material held under licenses referred to in Section 3.11(c) without regard to the $100,000 limitation (collectively, the "Non-Owned Intellectual Property"), the Company has good and marketable title to all Intellectual Property and Technology, free and clear of all liens, claims, security interests, restrictions and encumbrances and without payment of any royalties, license fees or other amounts.
(c) The Company has provided Purchaser with a true and complete list of all licenses, agreements, obligations or other commitments by which the Company or any of its Subsidiaries may be bound with third parties under which the Company or such Subsidiary uses, has the right to use or exercises any rights with respect to any Intellectual Property or Technology (as defined below) and pursuant to which the Company has paid or is obligated to pay at least $100,000 per year.
(d) Neither the Company nor any of its Subsidiaries has received (nor does the Company have any knowledge of) any notice, claim or allegation from any other party challenging the right of the Company or any of its Subsidiaries to use, possess, transfer, convey or otherwise dispose of any Intellectual Property or Technology. There is no interference, opposition, cancellation, reexamination or other contest proceeding, action, claim, dispute or claim of infringement, misappropriation or other violation of any intellectual property or other proprietary rights of any other party. The Company's use of the Intellectual Property and Technology, past and present, other than ...
Intellectual Property; Technology. (a) The conduct of the Maleic Business as presently conducted does not violate, conflict with or infringe the Intellectual Property (as defined in Section 6.01(b)) of any other person, except for such violations, conflicts or infringements that have not had and would not reasonably be expected to have a Maleic Business Material Adverse Effect (as defined in Section 6.01(b)). During the past 12 months Ashland has not received any written communication alleging that Ashland has in the conduct of the Maleic Business violated any rights relating to Intellectual Property of any other person. Except for the Assigned Technology, there is no material Technology or Intellectual Property of Ashland that is used, held for use or intended to be used in the operation or conduct of the Maleic Business.
(b) Except as would not reasonably be expected to have a Maleic Business Material Adverse Effect, (i) all confidential Assigned Technology has been maintained in confidence in accordance with protection procedures customarily used by Ashland to protect rights of like importance; (ii) Ashland has not granted any license of any kind relating to any Assigned Technology, except non-exclusive licenses to end-users in the ordinary course of business; (iii) no Claim against or involving Ashland regarding the ownership, validity, enforceability, effectiveness or use of any Assigned Technology is pending or, to the knowledge of Ashland, threatened; and (iv) no Consent of any person will be required for the use of the Assigned Technology by HoldCo in connection with the operation or conduct of the Maleic Business immediately following the Closing as presently conducted by Ashland.
Intellectual Property; Technology. Except as would not have a Material Adverse Effect or except as set forth in Schedule 2.15, (a) to the Knowledge of the Company, the conduct of the business of the Company and the Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any third party, and no claim has been asserted to the Company that the conduct of the business of the Company and the Subsidiaries as currently conducted infringes upon the Intellectual Property rights of any third party; (b) with respect to each item of Intellectual Property owned by the Company or a Subsidiary of the Company and used in connection with its business as currently conducted ("Company Owned Intellectual Property"), the Company or such Subsidiary of the Company owns such Company Owned Intellectual Property free and clear of all Encumbrances, other than Permitted Encumbrances; (c) with respect to each item of Intellectual Property licensed to the Company or a Subsidiary of the Company ("Company Licensed Intellectual Property"), the Company or such Subsidiary has the right to use such Company Licensed Intellectual Property in the continued operation of its respective business pursuant to the terms of the license agreement governing the use of such Company Licensed Intellectual Property; (d) the Company Owned Intellectual Property has not been adjudged invalid or unenforceable in whole or in part; (e) to the Knowledge of the Company, no person is engaging in any activity that infringes upon the Company Owned Intellectual Property; (f) each license governing the use of the Company Licensed Intellectual Property is valid and enforceable, is binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting or relating to the rights of creditors or by general principles of equity) on the Company or its Subsidiary and, to the Knowledge of the Company, all other parties to such license, and is in full force and effect; (g) neither the Company nor any subsidiary is, and, to the knowledge of the Company, no other party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder; and (h) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall adversely affect any of the Company's rights with respect to the Company Owned Intellectual Property or the Company Licensed Intellectual Pr...
Intellectual Property; Technology. (a) Schedule 4.18(a) under the heading “Polymers” contains a complete and accurate list of all registered Polymers Business Intellectual Property owned by the Sellers (other than Huntsman Petrochemical), and Schedule 4.18(a) under the heading “Base Chemicals” contains a complete and accurate list of all registered Base Chemicals Business Intellectual Property owned by Huntsman Petrochemical. A Seller owns legal title to each item of Business Intellectual Property required to be set forth on Schedule 4.18(a), free and clear of all Liens (except Permitted Liens). Each item of Business Intellectual Property required to be set forth on Schedule 4.18(a) is in effect, and all necessary registration, maintenance and renewal fees due as of the Original APA Date in connection with such Business Intellectual Property have been made. Except as set forth in Schedule 4.18(a), as of the Original APA Date, the Sellers had not received notice that any filings, payments or similar actions must be taken by the Sellers in the United States between the Original APA Date and the date sixty (60) days after the Expiration Date, for the purposes of obtaining, maintaining, perfecting or renewing any of the Business Intellectual Property required to be set forth on Schedule 4.18(a).
(b) Except as set forth on Schedule 4.18(b), the Sellers and their Affiliates have not received any written, or to the Knowledge of the Sellers, oral, claim, action, suit, proceeding, hearing, investigation, notice or complaint from any third party that (i) the conduct of the Business as of the Original APA Date conducted infringes or misappropriates the Intellectual Property of such third party, or (ii) challenges the validity, enforceability, use or exclusive ownership of any Business Intellectual Property owned by the Sellers.
(c) To the Sellers’ Knowledge, no third party has been or is infringing, misappropriating or otherwise violating any Business Intellectual Property owned by the Sellers.
(d) Each of the Sellers has taken reasonable measures to protect the confidentiality of all trade secrets and Huntsman Confidential Information owned by the Sellers that are material to the Business. The Sellers have executed valid written agreements with all of their past and present employees, consultants and independent contractors who have contributed in the past nine (9) years to the development of Business Intellectual Property owned by one of the Sellers pursuant to which such employees, consultants and ...
Intellectual Property; Technology. To the Knowledge of the Companies, except as set forth in Section 3.15 of the Companies' Disclosure Schedule, (a) the conduct of the business of the Companies and the Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any third party, and no claim has been asserted to the Companies in writing that the conduct of the business of the Companies and the Subsidiaries as currently conducted infringes upon the Intellectual Property rights of any third party; (b) with respect to each item of Intellectual Property licensed to the Companies or the Subsidiaries ("Company Licensed Intellectual Property"), the Companies or the Subsidiaries have the right to use such Company Licensed Intellectual Property in the continued operation of their respective businesses pursuant to the terms of the license agreement governing the use of such Company Licensed Intellectual Property; (c) the Company Licensed Intellectual Property has not been adjudged invalid or unenforceable in whole or in part; and (d) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall adversely affect any of the Companies' rights with respect to the Company Licensed Intellectual Property. Except as set forth in Section 3.15 of the Companies' Disclosure Schedule, the companies do not own any Intellectual Property.
Intellectual Property; Technology. (a) Schedule 4.18 sets forth a complete and correct list of all material Intellectual Property that (i) is owned or (ii) is used or held for use, in each case, by the Company or any subsidiary in connection with, or that is material to, the business currently conducted or proposed to be conducted by the Company and its subsidiaries (the "Company Intellectual Property"), except that Schedule 4.18 does not need to set forth inventions, processes, formulae, trade secrets, know-how or confidential information that are not reduced to tangible form or that are not susceptible to legal protection by filing or registration with any Governmental Entity.
Intellectual Property; Technology. (a) Schedule 2.14(a) sets forth a true and complete list of all material Company Intellectual Property and all jurisdictions where such Company Intellectual Property is registered or protected or where applications have been filed, together with all patent, registration and applications numbers. Except as set forth on Schedule 2.14(a), the Company and each of the Subsidiaries own (and, on the Closing Date, after giving effect to the Bankruptcy Plan and the Schemes of Arrangement, New GX and the Subsidiaries will own) exclusively and have the exclusive and unrestricted right to use, or, in the case of licensed rights, have valid rights to use, the Company Intellectual Property, free and clear of all Encumbrances, except when such failure to own or possess the right to use would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No other Intellectual Property right is necessary for the conduct of the businesses of the Company or any Subsidiary as presently conducted except for such right the failure to possess would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. The Company Intellectual Property is valid and enforceable, except as would not reasonably be expected to result in a Material Adverse Effect.
(b) Except as set forth on Schedule 2.14(b), or as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Company Intellectual Property and the businesses of the Company and the Subsidiaries (as presently and proposed to be conducted) do not infringe upon, violate or misappropriate the rights of any Person, (ii) the consummation of the transactions contemplated hereby will not result in the loss or impairment of any of the Company Intellectual Property, or any right pertaining thereto, and (iii) the Company and each Subsidiary have taken all reasonable precautions and security measures to protect the secrecy, confidentiality and value of its trade secrets. Except as set forth on Schedule 2.14(b), (A) neither the Company nor any Subsidiary is aware of any infringement or unauthorized use by any Person of any of the Company Intellectual Property, and (B) the Company Intellectual Property (including the validity and title thereto) has not been questioned in or the subject of any prior Litigation, is not being questioned in or the subject of any pending Litigation, and, to the Knowledge of the Company, is not the sub...
Intellectual Property; Technology. Schedule 3.11 lists all --------------------------------- Intellectual Property owned or used by the Company or any of it Subsidiaries and all current license agreements, whether written or oral, pursuant to which the Company or any of its Subsidiaries licenses (or sublicenses) any of their respective (or their respective licensed) Intellectual Property. Except as would not have, individually or in the aggregate, a Material Adverse Effect on the Company and except as disclosed in the Company SEC Reports or Schedule 3.11:
(a) the Company and each of its Subsidiaries owns, controls or is perpetually licensed to use (in each case, free and clear of any liens or restrictions), all Intellectual Property used in, or necessary for the conduct of, its business as currently conducted or as currently planned to be conducted;
(b) the Company and its Subsidiaries are not infringing or otherwise violating the Intellectual Property of any person and are acting in accordance with any applicable license pursuant to which the Company or any Subsidiary acquired the right to use any Intellectual Property and has a right-to-use the technology which it is presently using in its current commercial products;
(c) no person has commenced a proceeding in any court or patent office worldwide challenging or claiming the invalidity or unenforceability of, or contesting the rights of the Company or any Subsidiary to, any Intellectual Property owned or controlled by and/or licensed to the Company or its Subsidiaries used in or necessary for the conduct of its business as currently conducted;
(d) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has knowledge of any pending or threatened claim, order or proceeding with respect to any Intellectual Property owned, controlled, licensed or used by the Company or its Subsidiaries and no Intellectual Property owned, controlled and/or licensed or used by the Company or its Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property;
(e) neither the Company nor any of its Subsidiaries: (i) is a party to any suit, action or proceeding which involves a claim of infringement of, or breach of any license or agreement involving, any Intellectual Property of any third party; or (ii) has brought any action, suit or proceeding against any third party for infringement of, or breach of any license...
Intellectual Property; Technology. Except as would not have a Material --------------------------------- Adverse Effect or except as set forth in Section 4.18 of the Company Disclosure Letter, (a) the conduct of the business of the Company and its subsidiaries as - currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any third party, and no claim has been asserted to the Company that the conduct of the business of the Company and its subsidiaries as currently conducted infringes upon the Intellectual Property rights of any third party; (b) with respect to each item of Intellectual -
Intellectual Property; Technology. (i) Except as otherwise indicated on Schedule 3.1(s) of the Disclosure Letter the Company and its Subsidiaries own the entire right, title and interest in and to the Marks, the Copyrights and the Patents free and clear of any Encumbrances except for Permitted Encumbrances. Each item that is indicated as registered on Schedule 3.1(s) of the Disclosure Letter has been duly registered, filed with or issued by the appropriate authorities in the countries indicated on Schedule 3.1(s) of the Disclosure Letter and to the knowledge of the Company, all such registrations, filings and issuances remain in full force and effect. Except as otherwise indicated on Schedule 3.1(s) of the Disclosure Letter, none of the Marks, the Copyrights or the Patents are the subject of any pending, or to the Company's knowledge, threatened opposition, interference, cancellation proceeding or other legal or governmental proceeding before a registration or issuing authority in any jurisdiction. Except as otherwise disclosed in Schedule 3.1(s) of the Disclosure Letter, the conduct of the business of the Company and its Subsidiaries as presently conducted does not infringe, violate, or constitute