IP Assets. In the event that BTR/ALI or the Officers become aware of any IP Assets or right, title, or interest in or to IP Assets that BTR/ALI is obligated to provide to Buyer under this Agreement, they shall provide Buyer prompt written notice thereof and take all steps necessary to transfer, convey, assign, and deliver all such IP Assets, including all right, title, and interest therein.
IP Assets. Upon the terms and subject to the conditions set forth in this Agreement (including Section 1.01(c)(ix) hereto), each Seller agrees to sell, assign, transfer, convey and deliver to Buyer and/or one or more designees of Buyer (as designated by Buyer in its sole discretion) and Buyer agrees to purchase, or cause one or more of its designees to purchase from each such Seller, all rights, title and interests of such Seller in all Intellectual Property owned by such Seller and used primarily in or held for use primarily in the Business on the Closing Date (other than (x) any Intellectual Property licensed or sublicensed to such Seller pursuant to any License, and (y) any Excluded Assets set forth on Schedule 1.01(c)(ix)) including the Intellectual Property identified on Schedule 1.01(b) (collectively, the “Business IP”). For the avoidance of doubt, the Business IP shall include, in each case, to the extent applicable, (A) all documentation and media constituting, describing or relating to such Business IP, including memoranda, manuals, technical specifications and other records wherever created and regardless of form, in each case to the extent owned by, and in the possession of, Sellers on the Closing Date; and (B) the right to xxx for past, present, or future infringement and to collect and retain all damages and profits related to the Business IP.
IP Assets. Section 3.07 of the Seller Disclosure Schedule sets forth a list of all registrations and applications for registration in respect of the IP Assets. Except as set forth in Section 3.07 of the Seller Disclosure Schedule, Seller owns (beneficially and of record) all right, title and interest in and to all IP Assets, free and clear of all Liens. Except as set forth in Section 3.07 of the Seller Disclosure Schedule, all of the trademark applications within the IP Assets have been duly filed in the jurisdiction named in each such application, are being actively prosecuted and have not been abandoned or allowed to lapse. The Domain Name has been validly registered with an authorized domain name registrar and the registration therefor is current through the Closing Date. Except as set forth in Section 3.07 of the Seller Disclosure Schedule, there is no Action that is pending or, to the knowledge of Seller, threatened that challenges the rights of Seller in respect of any IP Assets or the validity, enforceability or effectiveness thereof. Seller has not received any written communication alleging that Seller has infringed the intellectual property rights of any third party and there are no Actions that are pending or, to the knowledge of Seller, threatened against Seller with respect thereto. Except as set forth in Section 3.07 of the Seller Disclosure Schedule, to the knowledge of Seller, there is no unauthorized use, infringement or misappropriation of the IP Assets by any third party and there is no Action that is pending or threatened by Seller with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Buyer pursuant to this Agreement of all right, title and interest in and to (i) the IP Assets owned by Seller throughout the world and (ii) the Domain Name; provided, however, that Seller does not represent, warrant or covenant that any rights in or to the IP Assets exist anywhere outside of the United States of America or that Seller has any right, title or interest in or to any internet domain names other than the Domain Name.
IP Assets. (a) All IP Assets shall be owned exclusively by the IP Holder and shall not be assigned or transferred by the IP Holder to any other entity.
(b) The Servicer and Xxxxxxxx’x International will use commercially reasonable efforts to obtain, within one hundred twenty (120) days of the Closing Date, the consent of the third party licensors under the third party license agreements set forth on Schedule 5.3 hereto (“Third Party Consent License Agreements”) to the assignment of the Servicer’s rights thereunder to the IP Holder, with the right to sublicense back such rights to the Servicer to enable the Servicer to perform its obligations hereunder, and, at the option of Xxxxxxxx’x International, either to sublicense to Xxxxxxxx’x International or another Affiliate of Xxxxxxxx’x International all rights to use the licensed Intellectual Property outside the United States and the U.S. Territories, or to separate any rights to use the licensed Intellectual Property outside the United States and the U.S. Territories into a separate agreement (which rights may remain with Applebee’s Services, Inc, but not in its capacity as Servicer, or with Xxxxxxxx’x International or another Affiliate of Xxxxxxxx’x International which is not a Securitization Entity, in Xxxxxxxx’x International’s discretion); provided that the expiry of such 120-day period without any such consent shall not relieve the Servicer and Xxxxxxxx’x International from their obligation to continue seeking consent (unless it is no longer commercially reasonable to seek such consent). With respect to those Third Party Consent License Agreements which have Participation Agreements issued thereunder, the Servicer, Xxxxxxxx’x International and the IP Holder shall mutually agree, such agreement not to be unreasonably withheld, with the applicable third party licensor as to how such Participation Agreement will be handled, with such agreement further subject to the approval of the Aggregate Controlling Party; provided that it shall be agreeable to the Servicer, Xxxxxxxx’x International, the IP Holder and the Aggregate Controlling Party, if the Participation Agreements are structured as sublicenses from the IP Holder to the relevant Franchisee or as sublicense from the Servicer to the relevant Franchisee.
IP Assets. (a) Section 6.4(a) of the Seller Disclosure Schedule lists any proceedings or actions pending as of the date hereof before any court or tribunal (including the United States Patent and Trademark Office (the "PTO") or equivalent authority anywhere in the world) related to any of the IP Assets.
(b) Except as set forth in Section 6.4(b)(i) of the Seller Disclosure Schedule, each patent and patent application included in the IP Assets is owned exclusively by the Seller. Except as set forth in Section 6.4(b)(ii) of the Seller Disclosure Schedule, each trademark application and registration included in the IP Assets is owned by Seller, although Seller does not warrant that it has the exclusive right as against any other users of the same or similar terms comprising each mark xxxher individually or in their entirety for any or all purposes. Except as set forth in Section 6.4(b)(iii) of the Seller Disclosure Schedule, all Domain Names are registered to Seller. In each case, except as set forth in Section 6.4(b)(iv) of the Seller Disclosure Schedule, such IP Assets are free and clear of all Liens. Seller has no knowledge of any third-party asserting common law rights or any other rights to use in any of the Trademarks.
(c) With respect to inventions within the Patent Portfolio that are not, as of the Closing Date, the subject of pending patent applications or issued patents, Seller has not sold, offered for sale or publicly disclosed such inventions. Except as set forth in Section 6.4(c) of the Seller Disclosure Schedule, with regard to any IP Assets that are registered with or for which an application for registration has been filed with any governmental entity or domain name registrar as of the Closing Date, all necessary registration fees, maintenance fees, renewal fees, annuity fees and taxes due as of the Closing Date in connection with such IP Assets have been paid and all necessary documents and certificates in connection with such IP Assets have been filed with the relevant patent, copyright, trademark, domain name registrars or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting and/or maintaining the registration or application for registration of such IP Assets.
(d) Section 6.4(d) of the Seller Disclosure Schedule contains a true and complete list of all contracts and licenses (including all inbound licenses) in effect as of the Closing Date to which the Seller is a party with respect to an...
IP Assets. Upon the occurrence of a Springing Lien Event and determined only at such time, the Springing Lien shall, with respect to the lien on the Designated Assets consisting of the IP Assets (and all proceeds thereof), be, subject to and conditioned upon the satisfaction of at least one of the IP Springing Lien Conditions:
(1) a valid, binding and enforceable lien on and security interest in such IP assets (and all proceeds thereof) senior to all other liens (A) except for the IP Note Liens and non-consensual liens which may prime by operation of statute (if any) and (B) subject to the Limited License; and
(2) perfected by filing and recordation of the appropriate PBGC IP Perfection Documents upon the occurrence of a Springing Lien Event.
IP Assets. CQENS has procured and continues to procure IP Assets in the Asia Pacific Countries and, to the knowledge of CQENS, the IP Assets in the Asia Pacific Countries will be valid and enforceable; and CQENS owns or possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to all IP Assets without any known conflict with, or infringement of, the rights of others, including prior employees or consultants, with which any of them may be affiliated now or may have been affiliated in the past. To the knowledge of CQENS, no product or service, contemplated under this Agreement, marketed or sold (or proposed to be marketed or sold) by CQENS violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. CQENS has not received any communications alleging that CQENS has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. It will not be necessary to use any inventions of any of its employees or consultants (or persons it currently intends to hire) made prior to their employment by CQENS, including prior employees or consultants, with which any of them may be affiliated now or may have been affiliated in the past. Each employee and consultant has assigned to CQENS all intellectual property rights he or she owns that are related to the business of CQENS as now conducted and as presently proposed to be conducted, and all intellectual property rights that he, she or it solely or jointly conceived, reduced to practice, developed or made during the period of his, her or its employment or consulting relationship with CQENS that (i) relate, at the time of conception, reduction to practice, development, or making of such intellectual property right, to the business of CQENS as then conducted or as then proposed to be conducted, (ii) were developed on any amount of work time with CQENS or with the use of any of the equipment, supplies, facilities or information of CQENS, or (iii) resulted from the performance of services for CQENS.
IP Assets. Except as otherwise provided for herein, all of Seller's right, title and interest in the IP Assets, but subject to the License as set forth in Section 4.4.
IP Assets. 23.14.1 The following defined terms are used in this paragraph 23.14:
IP Assets. (a) The Company has developed and owns the IP Assets necessary and desirable for its current and prospective business operations, and such IP Assets are free from any Encumbrance and do not conflict with or infringe any right of others. Section 7 of the Disclosure List contains a complete list of the IP Assets of the Company. The Company has taken all measures it considers reasonable (including registration with or submission of application for registration to the relevant Government Entities) to perfect or protect its actual or claimed IP Assets, and such IP Assets are effective and enforceable.
(b) The Company is not subject to any license, contract or any similar right relating to the IP Assets of any other person, and it is not a party to any license, agreement or any similar right relating to the IP Assets of any other person.
(c) The Company or any Existing Shareholder has not received any statement alleging that any Existing Shareholder or the Company has infringed or its proposed transaction will infringe any IPR Asset of any other person. To the best knowledge of the Company and the Existing Shareholders, there is no reasonable basis for such statement. To the best knowledge of the Company and the Existing Shareholders, there is no circumstance that any person is infringing upon any IPR Asset of the Company.
(d) No Existing Shareholder directly or indirectly owns (whether exclusively or jointly) any trademark, trademark application, patent or patent application and/or any other IPR Asset relating to the Principal Business of the Company.
