Intellectual Property; Year 2000. (i) Razorfish and its subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights which are material to the conduct of the business of Razorfish and its subsidiaries. (ii) To the knowledge of Razorfish, neither Razorfish nor any of its subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other person, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a material adverse effect on Razorfish. Neither Razorfish nor any of its subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or other conflict (including any claim that Razorfish or any such subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other person) which has not been settled or otherwise fully resolved. To Razorfish's knowledge, no other person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights of Razorfish or any of its subsidiaries, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a material adverse effect on Razorfish. (iii) As the business of Razorfish and its subsidiaries is presently conducted and without giving effect to any changes with respect thereto that may be made by Razorfish, to Razorfish's knowledge, Razorfish's use of the Intellectual Property Rights which are material to the conduct of the business of Razorfish and its subsidiaries taken as a whole will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Intellectual Property Rights of any other person. (iv) Razorfish has implemented a program directed at ensuring that its and its subsidiaries' products (including prior and current products and technology and products and technology currently under development) will, when used in accordance with associated documentation on a specified platform or platforms, be capable upon installation of (i) operating in the same manner on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and receiving date data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, and making leap-year calculations, provided that all non- Razorfish products (e.g., hardware, software and firmware) material to the conduct of the business of Razorfish and used in or in combination with Razorfish's products, exchange data with Razorfish's products in the same manner on dates in both the Twentieth and Twenty-First centuries. Razorfish has taken the steps as set forth in Section 3.02(q) of the Razorfish Disclosure Schedule to assure that the year 2000 date change will not adversely affect the systems and facilities that support the operations of Razorfish and its subsidiaries, except as is not reasonably likely to have a material adverse effect on Razorfish.
Appears in 1 contract
Samples: Merger Agreement (Razorfish Inc)
Intellectual Property; Year 2000. (i) Razorfish and its subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights which are material to the conduct of the business of Razorfish and its subsidiaries.
(ii) To the knowledge of Razorfish, neither Razorfish nor any of its subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other person, except for any such interference, infringement, misappropriation or other conflict which is Except as would not, individually or in the aggregate, reasonably likely be expected to have a material adverse effect Material Adverse Effect on Razorfish. Neither Razorfish nor any America Online: (a) America Online and each of its subsidiaries has received Subsidiaries owns, or is licensed to use (in each case, free and clear of any written chargeLiens), complaintall Intellectual Property (as defined below) used in or necessary for the conduct of its business as currently conducted; (b) to the knowledge of America Online, claim, demand or notice alleging any such interference, infringement, misappropriation or other conflict (including any claim that Razorfish or any such subsidiary must license or refrain from using the use of any Intellectual Property Rights by America Online and its Subsidiaries does not infringe on or other proprietary information otherwise violate the rights of any other personPerson; (c) the use of the Intellectual Property is in accordance with applicable licenses pursuant to which has not been settled America Online or any Subsidiary acquired the right to use any Intellectual Property; and (d) to the knowledge of America Online, no Person is challenging, infringing on or otherwise fully resolved. To Razorfish's knowledge, no other person has interfered with, infringed upon, misappropriated or otherwise come into conflict with violating any Intellectual Property Rights right of Razorfish America Online or any of its subsidiariesSubsidiaries with respect to any Intellectual Property owned by and/or licensed to America Online or its Subsidiaries. As of the date of this Agreement, except for any such interference, infringement, misappropriation or other conflict which is notas would not reasonably be expected, individually or in the aggregate, reasonably likely to have a material adverse effect Material Adverse Effect on Razorfish.
(iii) As the business America Online, neither America Online nor any of Razorfish its Subsidiaries has knowledge of any pending claim, order or proceeding with respect to any Intellectual Property used by America Online and its subsidiaries is presently conducted Subsidiaries and without giving effect to any changes with respect thereto that may be made by Razorfish, to Razorfish's knowledge, Razorfish's use of the its knowledge no Intellectual Property Rights which are material owned and/or licensed by America Online or its Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in the conduct abandonment, cancellation or unenforceability of such Intellectual Property. For purposes of this Agreement, "Intellectual Property" shall mean trademarks, service marks, brand names, certification marks, trade dress and other indications of origin, the business of Razorfish and its subsidiaries taken as a whole will not interfere with, infringe upon, misappropriate or otherwise come into conflict goodwill associated with the Intellectual Property Rights foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any other person.
such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (iv) Razorfish has implemented a program directed at ensuring that its including, without limitation, divisions, continuations, continuations in part and its subsidiaries' products (including prior and current products and technology and products and technology currently under development) will, when used in accordance with associated documentation on a specified platform or platforms, be capable upon installation of (i) operating in the same manner on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and receiving date data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000renewal applications), and making leap-year calculationsany renewals, provided that all non- Razorfish products (e.g.extensions or reissues thereof, hardwarein any jurisdiction; nonpublic information, software trade secrets and firmware) material confidential information and rights in any jurisdiction to limit the conduct use or disclosure thereof by any person; writings and other works, whether copyrightable or not, in any jurisdiction; and registrations or applications for registration of the business of Razorfish copyrights in any jurisdiction, and used in any renewals or in combination with Razorfish's products, exchange data with Razorfish's products in the same manner on dates in both the Twentieth and Twenty-First centuries. Razorfish has taken the steps as set forth in Section 3.02(q) of the Razorfish Disclosure Schedule to assure that the year 2000 date change will not adversely affect the systems and facilities that support the operations of Razorfish and its subsidiaries, except as is not reasonably likely to have a material adverse effect on Razorfishextensions thereof; any similar intellectual property or proprietary rights.
Appears in 1 contract
Intellectual Property; Year 2000. (i) Razorfish and its subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights which are material to the conduct of the business of Razorfish and its subsidiaries.
(ii) To the knowledge of Razorfish, neither Razorfish nor any of its subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other person, except for any such interference, infringement, misappropriation or other conflict which is Except as would not, individually or in the aggregate, reasonably likely be expected to have a material adverse effect Material Adverse Effect on Razorfish. Neither Razorfish nor any Time Warner: (a) Time Warner and each of its subsidiaries has received Subsidiaries owns, or is licensed to use (in each case, free and clear of any written chargeLiens), complaintall Intellectual Property used in or necessary for the conduct of its business as currently conducted; (b) to the knowledge of Time Warner, claim, demand or notice alleging any such interference, infringement, misappropriation or other conflict (including any claim that Razorfish or any such subsidiary must license or refrain from using the use of any Intellectual Property Rights by Time Warner and its Subsidiaries does not infringe on or other proprietary information otherwise violate the rights of any other personPerson; (c) the use of the Intellectual Property is in accordance with applicable licenses pursuant to which has not been settled Time Warner or any Subsidiary acquired the right to use any Intellectual Property; and (d) to the knowledge of Time Warner, no Person is challenging, infringing on or otherwise fully resolved. To Razorfish's knowledge, no other person has interfered with, infringed upon, misappropriated or otherwise come into conflict with violating any Intellectual Property Rights right of Razorfish Time Warner or any of its subsidiariesSubsidiaries with respect to any Intellectual Property owned by and/or licensed to Time Warner or its Subsidiaries. As of the date of this Agreement, except for any such interference, infringement, misappropriation or other conflict which is notas would not reasonably be expected, individually or in the aggregate, reasonably likely to have a material adverse effect Material Adverse Effect on RazorfishTime Warner, neither Time Warner nor any of its Subsidiaries has knowledge of any pending claim, order or proceeding with respect to any Intellectual Property used by Time Warner and its Subsidiaries and to its knowledge no Intellectual Property owned and/or licensed by Time Warner 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.
(iiiii) As Prior to the business date of Razorfish this Agreement, Time Warner and its subsidiaries is presently conducted and without giving effect Subsidiaries have undertaken a concerted effort to any changes with respect thereto ensure that may be made by Razorfish, to Razorfish's knowledge, Razorfish's use all of the Intellectual Property Rights which computer software, computer firmware, computer hardware, and other similar or related items of automated, computerized, and/or software system(s) that are material to used or relied on by Time Warner or any or its Subsidiaries in the conduct of the business of Razorfish and its subsidiaries taken as a whole their respective businesses will not interfere withmalfunction, infringe uponwill not cease to function, misappropriate or otherwise come into conflict with the Intellectual Property Rights of any other person.
(iv) Razorfish has implemented a program directed at ensuring that its will not generate incorrect data, and its subsidiaries' products (including prior and current products and technology and products and technology currently under development) will, will not provide incorrect results when used in accordance with associated documentation on a specified platform or platforms, be capable upon installation of (i) operating in the same manner on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and and/or receiving date (a) date-related data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, 2000 and making leap(b) date-year calculations, provided that all non- Razorfish products (e.g., hardware, software related data in connection with any valid date in the twentieth and firmware) material to the conduct twenty-first centuries. As of the business date of Razorfish and used in or in combination with Razorfish's products, exchange data with Razorfish's products in the same manner on dates in both the Twentieth and Twenty-First centuries. Razorfish has taken the steps as set forth in Section 3.02(q) of the Razorfish Disclosure Schedule to assure that the year 2000 date change will not adversely affect the systems and facilities that support the operations of Razorfish and its subsidiariesthis Agreement, except as is would not reasonably likely be expected, individually or in the aggregate, to have a material adverse effect Material Adverse Effect on RazorfishTime Warner, Time Warner reasonably believes that such effort will be successful.
Appears in 1 contract
Intellectual Property; Year 2000. (i) Razorfish Company Intellectual -------------------------------- -------------------- Property" means all trademarks, trademark registrations, trademark rights and its subsidiaries -------- renewals thereof, trade names, trade name rights, patents, patent rights, patent applications, industrial models, inventions, invention disclosures, designs, utility models, inventor rights, software, computer programs, computer systems, modules and related data and materials, copyrights, copyright registrations and renewals thereof, servicemarks, servicemark registrations and renewals thereof, servicemark rights, trade secrets, applications for trademark and servicemark registrations, know-how, confidential information and other proprietary rights, and any data and information of any nature or form used or held for use in connection with the businesses of the Company and/or the Subsidiaries as currently conducted or as currently contemplated by the Company, together with all applications currently pending or in process for any of the foregoing. Except as disclosed in the Company SEC Documents filed with the SEC prior to the date hereof, the Company and the Subsidiaries own, or are validly licensed possess adequate licenses or otherwise have other valid rights to use (including the right to usesublicense to customers, suppliers or others as needed), all of the Company Intellectual Property Rights which are material to that is necessary, appropriate or desirable for the conduct or contemplated conduct of the business of Razorfish and its subsidiaries.
(ii) To Company's or Subsidiaries' businesses, except where the knowledge of Razorfishfailure to own, neither Razorfish nor any of its subsidiaries has interfered with, infringed upon, misappropriated license or otherwise come into conflict with any have a right to use such Company Intellectual Property Rights or other proprietary information of any other person, except for any such interference, infringement, misappropriation or other conflict which is would not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Company. Section 4.16 of the Company Letter lists each material adverse effect on Razorfish. Neither Razorfish nor any of its subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation license or other conflict (including any claim that Razorfish material agreement pursuant to which the Company or any such subsidiary must license or refrain from using any Subsidiary has the right to use Company Intellectual Property Rights or other proprietary information of any other person) which has not been settled or otherwise fully resolved. To Razorfish's knowledge, no other person has interfered with, infringed upon, misappropriated or otherwise come into conflict utilized in connection with any Intellectual Property Rights product of, or service provided by, the Company and the Subsidiaries, the cancellation or expiration of Razorfish or any of its subsidiaries, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to would have a material adverse effect Material Adverse Effect on Razorfish.
the Company (iii) As the business of Razorfish and its subsidiaries is presently conducted and without giving effect to any changes with respect thereto that may be made by Razorfish"Company Licenses"). There are no pending, or, to Razorfish's knowledge, Razorfish's use the Knowledge of the Intellectual Property Rights which are material to the conduct of the business of Razorfish and its subsidiaries taken as a whole will not interfere withCompany, infringe upon---------------- threatened interferences, misappropriate or otherwise come into conflict with the Intellectual Property Rights of any other person.
(iv) Razorfish has implemented a program directed at ensuring that its and its subsidiaries' products (including prior and current products and technology and products and technology currently under development) will, when used in accordance with associated documentation on a specified platform or platforms, be capable upon installation of (i) operating in the same manner on dates in both the Twentieth and Twentyre-First centuries and (ii) accurately processing, providing and receiving date data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, and making leap-year calculations, provided that all non- Razorfish products (e.g., hardware, software and firmware) material to the conduct of the business of Razorfish and used in or in combination with Razorfish's products, exchange data with Razorfish's products in the same manner on dates in both the Twentieth and Twenty-First centuries. Razorfish has taken the steps as set forth in Section 3.02(q) of the Razorfish Disclosure Schedule to assure that the year 2000 date change will not adversely affect the systems and facilities that support the operations of Razorfish and its subsidiaries, except as is not reasonably likely to have a material adverse effect on Razorfish.examinations,
Appears in 1 contract
Intellectual Property; Year 2000. (i) Razorfish and its -------------------------------- subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights which are material to the conduct of the business of Razorfish and its subsidiaries.
(ii) To the knowledge of Razorfish, neither Razorfish nor any of its subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other person, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a material adverse effect on Razorfish. Neither Razorfish nor any of its subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or other conflict (including any claim that Razorfish or any such subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other person) which has not been settled or otherwise fully resolved. To Razorfish's knowledge, no other person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights of Razorfish or any of its subsidiaries, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a material adverse effect on Razorfish.
(iii) As the business of Razorfish and its subsidiaries is presently conducted and without giving effect to any changes with respect thereto that may be made by Razorfish, to Razorfish's knowledge, Razorfish's use of the Intellectual Property Rights which are material to the conduct of the business of Razorfish and its subsidiaries taken as a whole will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Intellectual Property Rights of any other person.
(iv) Razorfish has implemented a program directed at ensuring that its and its subsidiaries' products (including prior and current products and technology and products and technology currently under development) will, when used in accordance with associated documentation on a specified platform or platforms, be capable upon installation of (i) operating in the same manner on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and receiving date data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, and making leap-year calculations, provided that all non- Razorfish products (e.g., hardware, software and firmware) material to the conduct of the business of Razorfish and used in or in combination with Razorfish's products, exchange data with Razorfish's products in the same manner on dates in both the Twentieth and Twenty-First centuries. Razorfish has taken the steps as set forth in Section 3.02(q) of the Razorfish Disclosure Schedule to assure that the year 2000 date change will not adversely affect the systems and facilities that support the operations of Razorfish and its subsidiaries, except as is not reasonably likely to have a material adverse effect on Razorfish.
Appears in 1 contract
Samples: Merger Agreement (Razorfish Inc)
Intellectual Property; Year 2000. (i) Razorfish and its subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights which are material to the conduct of the business of Razorfish and its subsidiaries.
(ii) To the knowledge of Razorfish, neither Razorfish nor any of its subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other person, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a material adverse effect on Razorfish. Neither Razorfish nor any of its subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or other conflict (including any claim that Razorfish or any such subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other person) which has not been settled or otherwise fully resolved. To Razorfish's knowledge, no other person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights of Razorfish or any of its subsidiaries, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a material adverse effect on Razorfish.
(iii) As the business of Razorfish and its subsidiaries is presently conducted and without giving effect to any changes with respect thereto that may be made by Razorfish, to Razorfish's knowledge, Razorfish's use of the Intellectual Property Rights which are material to the conduct of the business of Razorfish and its subsidiaries taken as a whole will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Intellectual Property Rights of any other person.
(iv) Razorfish has implemented a program directed at ensuring that its and its subsidiaries' products (including prior and current products and technology and products and technology currently under development) will, when used in accordance with associated documentation on a specified platform or platforms, be capable upon installation of (i) operating in the same manner on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and receiving date data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, and making leap-year calculations, provided that all non- non-Razorfish products (e.g., hardware, software and firmware) material to the conduct of the business of Razorfish and used in or in combination with Razorfish's products, exchange data with Razorfish's products in the same manner on dates in both the Twentieth and Twenty-First centuries. Razorfish has taken the steps as set forth in Section 3.02(q) of the Razorfish Disclosure Schedule to assure that the year 2000 date change will not adversely affect the systems and facilities that support the operations of Razorfish and its subsidiaries, except as is not reasonably likely to have a material adverse effect on Razorfish.with
Appears in 1 contract
Intellectual Property; Year 2000. (i) Razorfish Ascend and its subsidiaries own, or are validly licensed or otherwise have the right to use, all patents, patent rights, trademarks, trade secrets, trade names, service marks, copyrights and other proprietary intellectual property rights and computer programs (the "Intellectual Property Rights Rights") which are material to the conduct of the business of Razorfish Ascend and its subsidiaries.
(ii) To the knowledge of RazorfishAscend, neither Razorfish Ascend nor any of its subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other person, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a material adverse effect on RazorfishAscend. Neither Razorfish Ascend nor any of its subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or other conflict (including any claim that Razorfish Ascend or any such subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other person) which has not been settled or otherwise fully resolved. To RazorfishAscend's knowledge, no other person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights of Razorfish Ascend or any of its subsidiaries, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a material adverse effect on RazorfishAscend.
(iii) As the business of Razorfish Ascend and its subsidiaries is presently conducted and without giving effect to any changes with respect thereto that may be made by RazorfishLucent, to RazorfishAscend's knowledge, RazorfishLucent's use of the Intellectual Property Rights which are material to the conduct of the business of Razorfish Ascend and its subsidiaries taken as a whole will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Intellectual Property Rights of any other person.
(iv) Razorfish Ascend has implemented a program directed at ensuring that its and its subsidiaries' products (including prior and current products and technology and products and technology currently under development) will, when used in accordance with associated documentation on a specified platform or platforms, be capable upon installation of (i) operating in the same manner on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and receiving date data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, and making leap-year calculations, provided that all non- Razorfish non-Ascend products (e.g., hardware, software and firmware) material to the conduct of the business of Razorfish Ascend and used in or in combination with RazorfishAscend's products, exchange data with RazorfishAscend's products in the same manner on dates in both the Twentieth and Twenty-Twenty- First centuries. Razorfish Ascend has taken the steps as set forth in Section 3.02(q3.01(r) of the Razorfish Ascend Disclosure Schedule to assure that the year 2000 date change will not adversely affect the systems and facilities that support the operations of Razorfish Ascend and its subsidiaries, except as is not reasonably likely to have a material adverse effect on RazorfishAscend.
Appears in 1 contract
Intellectual Property; Year 2000. (i) Razorfish and its subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights which are material to the conduct of the business of Razorfish and its subsidiaries.
(ii) To the knowledge of Razorfish, neither Razorfish nor any of its subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other person, except for any such interference, infringement, misappropriation or other conflict which is Except as would not, individually or in the aggregate, reasonably likely be expected to have a material adverse effect Material Adverse Effect on Razorfish. Neither Razorfish nor any Time Warner: (a) Time Warner and each of its subsidiaries has received Subsidiaries owns, or is licensed to use (in each case, free and clear of any written chargeLiens), complaintall Intellectual Property used in or necessary for the conduct of its business as currently conducted; (b) to the knowledge of Time Warner, claim, demand or notice alleging any such interference, infringement, misappropriation or other conflict (including any claim that Razorfish or any such subsidiary must license or refrain from using the use of any Intellectual Property Rights by Time Warner and its Subsidiaries does not infringe on or other proprietary information otherwise violate the rights of any other personPerson, (c) the use of the Intellectual Property is in accordance with applicable licenses pursuant to which has not been settled Time Warner or any Subsidiary acquired the right to use any Intellectual Property; and (d) to the knowledge of Time Warner, no Person is challenging, infringing on or otherwise fully resolved. To Razorfish's knowledge, no other person has interfered with, infringed upon, misappropriated or otherwise come into conflict with violating any Intellectual Property Rights right of Razorfish Time Warner or any of its subsidiariesSubsidiaries with respect to any Intellectual Property owned by and/or licensed to Time Warner or its Subsidiaries. As of the date of this Agreement, except for any such interference, infringement, misappropriation or other conflict which is notas would not reasonably be expected, individually or in the aggregate, reasonably likely to have a material adverse effect Material Adverse Effect on RazorfishTime Warner, neither Time Warner nor any of its Subsidiaries has knowledge of any pending claim, order or proceeding with respect to any Intellectual Property used by Time Warner and its Subsidiaries and to its knowledge no Intellectual Property owned and/or licensed by Time Warner 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.
(iiiii) As Prior to the business date of Razorfish this Agreement, Time Warner and its subsidiaries is presently conducted and without giving effect Subsidiaries have undertaken a concerted effort to any changes with respect thereto ensure that may be made by Razorfish, to Razorfish's knowledge, Razorfish's use all of the Intellectual Property Rights which computer software, computer firmware, computer hardware, and other similar or related items of automated, computerized, and/or software system(s) that are material to used or relied on by Time Warner or any or its Subsidiaries in the conduct of the business of Razorfish and its subsidiaries taken as a whole their respective businesses will not interfere withmalfunction, infringe uponwill not cease to function, misappropriate or otherwise come into conflict with the Intellectual Property Rights of any other person.
(iv) Razorfish has implemented a program directed at ensuring that its will not generate incorrect data, and its subsidiaries' products (including prior and current products and technology and products and technology currently under development) will, will not provide incorrect results when used in accordance with associated documentation on a specified platform or platforms, be capable upon installation of (i) operating in the same manner on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and and/or receiving date (a) date-related data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, 2000 and making leap(b) date-year calculations, provided that all non- Razorfish products (e.g., hardware, software related data in connection with any valid date in the twentieth and firmware) material to the conduct twenty-first centuries. As of the business date of Razorfish and used in or in combination with Razorfish's products, exchange data with Razorfish's products in the same manner on dates in both the Twentieth and Twenty-First centuries. Razorfish has taken the steps as set forth in Section 3.02(q) of the Razorfish Disclosure Schedule to assure that the year 2000 date change will not adversely affect the systems and facilities that support the operations of Razorfish and its subsidiariesthis Agreement, except as is would not reasonably likely be expected, individually or in the aggregate, to have a material adverse effect Material Adverse Effect on RazorfishTime Warner, Time Warner reasonably believes that such effort will be successful.
Appears in 1 contract
Samples: Merger Agreement (Time Warner Inc/)
Intellectual Property; Year 2000. (i) Razorfish INS and its subsidiaries -------------------------------- own, or are validly licensed or otherwise have the right to use, all patents, patent rights, trademarks, trade secrets, trade names, service marks, copyrights and other proprietary intellectual property rights and computer programs (the "Intellectual Property Rights Rights") which are material to the conduct of the business of Razorfish INS and its subsidiaries.
(ii) To the knowledge of RazorfishINS, neither Razorfish INS nor any of its subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other person, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a material adverse effect on RazorfishINS. Neither Razorfish INS nor any of its subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or other conflict (including any claim that Razorfish INS or any such subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other person) which has not been settled or otherwise fully resolved. To RazorfishINS's knowledge, no other person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights of Razorfish INS or any of its subsidiaries, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a material adverse effect on RazorfishINS.
(iii) As the business of Razorfish INS and its subsidiaries is presently conducted and proposed to be conducted without giving effect to any changes change with respect thereto that may be made by RazorfishLucent, to RazorfishINS's knowledge, RazorfishLucent's use after the Closing of the Intellectual Property Rights which are material to the conduct of the business of Razorfish INS and its subsidiaries taken as a whole will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Intellectual Property Rights of any other person.
(iv) Razorfish INS has implemented taken reasonable steps to protect INS's rights in INS's confidential information and trade secrets that it wishes to protect or any trade secrets or confidential information of third parties provided to INS, and, without limiting the foregoing, INS has and enforces a policy requiring (x) each employee to execute a proprietary information/confidentiality agreement substantially in the form provided to Lucent and (y) each contractor to enter into an agreement containing provisions protecting INS's Intellectual Property and confidential information, and all current and former employees and contractors of INS have executed such agreements, except where the failure to do so is not reasonably expected to be material to INS.
(v) INS has substantially completed a program directed at ensuring that its and its subsidiaries' software products (including prior and current software products and technology and software products and technology currently under development) will, when used in accordance with associated documentation on a specified platform or platformsplatforms that is or are year 2000 compliant, be capable upon installation of (i) operating in the same manner on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and receiving date data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, and making leap-year calculationscalculations and that, provided that to the knowledge of INS, all non- Razorfish other non-INS products (e.g., hardware, software and firmware) material to the conduct of the business of Razorfish and used by INS in or in combination with Razorfish's INS software products, properly exchange data with Razorfish's products in the same manner on dates in both the Twentieth and Twenty-First centuriesINS software products. Razorfish In addition, INS has taken the necessary steps as set forth in Section 3.02(q) of the Razorfish Disclosure Schedule to assure ensure that operations and all material systems utilized to support such operations will not be materially adversely impacted by the year 2000 date change will not adversely affect or any other date change. INS further represents and warrants: (i) the systems accuracy of year 2000 product information provided on its external website; and facilities (ii) that support the operations of Razorfish and its subsidiariesbased on all currently available information, except as is not reasonably likely INS believes it has sufficient resources to have a material adverse effect on Razorfishcomplete all necessary customer year 2000 upgrades.
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