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. (a) SCHEDULE 3.11(a) contains a true, correct and complete list of all material Intellectual Property (as defined below), including without limitation, applications, filings and registrations with or in any governmental, judicial or regulatory agency, foreign or domestic, having jurisdiction over such subject matter. All such applications, filings 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. No service or trademarks listed on SCHEDULE 3.11
(a) have been abandoned.
(b) Except as specifically set forth on SCHEDULE 3.11(b), the Company has good and marketable title to all Intellectual Property and Technology (as defined below), free and clear of all liens, claims, security interests, restrictions, encumbrances or rights of third parties and without payment of any royalties, license fees or other amounts.
(c) Except as specifically set forth on SCHEDULE 3.11(c), there are no licenses, agreements, obligations or other commitments by which the Company may be bound from or with third parties under which the Company uses, has the right to use or exercises any rights with respect to any Intellectual Property or Technology.
(d) Except as specifically set forth on SCHEDULE 3.11(d), the Company has not received (nor does the Company have any knowledge of) any notice, claim or allegation from any other party challenging the right of the Company to use, possess, transfer, convey or otherwise dispose of any Intellectual Property or Technology, and 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 has not and does not violate or infringe upon the rights of any other party or constitute a breach of any agreement, obligation, promise or commitment by which the Company may be bound or constitute a violation of any laws, regulations, ordinances, codes or statutes in any jurisdiction, except for any such violation, infringement or breach that would not have a Company Material Adverse Effect.
(e) Except as set forth on SCHEDULE 3.11(e) and for user licenses granted in the ordinary cou...
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. 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 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. (a) The Company and its --------------------------------- Subsidiaries neither own nor license (as licensee or licensor) any patents, patent applications or rights with respect thereto. Section 5.18(a)(i) of the Disclosure Letter sets forth all federally registered, and pending federal registrations of, trademarks, trade names and service marks (including the name Sneaker Stadium) owned by the Company or its Subsidiaries, all of which, except as set forth in Section 5.18(a)(ii) of the Disclosure Letter, are owned solely and exclusively by the Company or its Subsidiaries, free and clear of any Liens. Except as set forth on Section 5.18(a)(iii) of the Disclosure Letter, the Company or its Subsidiaries (i) owns or has the right to use all trademarks, trade names and copyrights used in or necessary to the business of the Company and its Subsidiaries as currently conducted and as currently proposed to be conducted and (ii) owns or has the full right to use all technology, know- how, processes, other intellectual property rights and computer programs and software used in or necessary to the business of the Company or its Subsidiaries as currently conducted and as currently proposed to be conducted. The intellectual property rights described in the foregoing sentences of this Section 5.18(a) are collectively referred to as the "Intellectual Property." --------------------- Section 5.18(a)(iv) of the Disclosure Letter contains a list of all Intellectual Property and all applications made by the Company and its Subsidiaries therefor, if any, excluding trademarks and service marks of third- party vendors and copyrights of the Company or its Subsidiaries with respect to advertising materials. The Company has delivered to the Purchaser complete and correct copies of all licenses and other agreements relating to all Intellectual Property.
(b) The consummation of the transactions contemplated hereby will not alter or impair any of the Intellectual Property or the Company's or any of its Subsidiaries' rights or interests therein. Except as set forth in Section 5.18(b)(i) of the Disclosure Letter, no claims have been asserted by any person challenging the use by the Company or any of its Subsidiaries of any Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement referred to in Section 5.18(a) above, and the Company does not know of any valid basis for any such claim. Except as set forth in Section 5.18(b)(ii) of the Di...
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
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 misappropriation of any Intellectual Property of any other Person, nor, since January 1, 1997, has the Company or any of its Subsidiaries received notice to the contrary from any Person. The Company and its Subsidiaries own or have the right to use through assignment, lease, license or other agreement all Intellectual Property necessary for the conduct of the business as presently conducted. Except as set forth in Schedule 3.1(s) of the Disclosure Letter, there are no pending, or to the Company's knowledge, threatened material claims by any Person for infringement of any Intellectual Property or unfair competition by the Company or any of its Subsidiaries. Except as set forth in Schedule 3.1(s) of the Disclosure Letter, to the Company's knowledge no Person is infringing upon the Intellectual Property owned by, assigned to or subject to assignment of, the Company or any of its Subsidiaries, and the Company and its Subsidiaries are aware of no facts that would support such a claim. The consummation of the transaction contemplated hereby will not result in the loss or impairment of the Company's or any of its Subsidiaries' right to own or use any of the Intellectual Property necessary to the conduct of the business as presently conducted (including, but not limited to the Marks, the Copyrights and t...
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 -
