IP; Security Sample Clauses

IP; Security. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each of the Company and its Subsidiaries own, have the valid and enforceable right to use or can acquire on commercially reasonable terms, all Intellectual Property used in the conduct of their businesses as currently conducted; (ii) the conduct of the Company and its Subsidiaries has not infringed, violated or misappropriated at any time since January 1, 2023, and does not infringe, violate or constitute a missappropriation of, any Intellectual Property of any Person; (iii) the Company and each of its Subsidiaries have not distributed, conveyed or made available to third parties any software that is subject to any open source or similar license that requires the disclosure, licensing or availability of material proprietary source code in such circumstances; and (iv) neither the Company nor any of its Subsidiaries has received any notice of any third-party allegations or claims that the Company or any of its Subsidiaries or the conduct of their respective businesses infringe or conflict with asserted Intellectual Property of others. The Company has taken commercially reasonable precautions and security measures to protect and maintain the confidentiality and value of the material trade secrets owned (or purportedly to be owned) by the Company or any of its Subsidiaries. The IT Assets used by the Company and its Subsidiaries are, in the Company’s belief, adequate for the operation of their businesses as currently conducted and are free of defects, malware, viruses or other corruptant. The Company and its Subsidiaries take, and have taken, commercially reasonable actions (including implementing organizational, physical, administrative and technical measures) to protect and maintain the integrity, security, operation and redundancy of the IT Assets used by or on behalf of the Company and its Subsidiaries, whether proprietary or those of third parties (including all data, including personal and confidential data, stored thereon and processed thereby). Since January 1, 2023, there have been no violations, breaches, outages, corruptions or unauthorized uses of, or unauthorized access to same, except for instances that were resolved without material cost, liability or the duty to notify any other Person, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
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IP; Security. The Company and its Subsidiaries (i) exclusively own their proprietary Intellectual Property and IT Assets, free and clear of all Liens; (ii) to the Company’s Knowledge, do not infringe the Intellectual Property of any Person; and (iii) take commercially reasonable actions to protect the integrity, continuous operation, redundancy and security of the IT Assets used in their business (and all data, including personal data, processed thereby) in each case, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Sample 1
IP; Security. The Company and its Subsidiaries: (i) exclusively own their proprietary Intellectual Property, free and clear of all Liens, or otherwise have the right to use all Intellectual Property and IT Assets used in or necessary for the conduct of the business of the Company and its Subsidiaries; (ii) to the Company’s Knowledge, do not infringe the Intellectual Property of any Person; and (iii) take commercially reasonable actions consistent with industry practice to protect the integrity, continuous operation, redundancy and security of the IT Assets used in their business (and all data, including personal data, processed thereby) in each case, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Sample 1
IP; Security. The Company and its Subsidiaries (i) exclusively own their proprietary Intellectual Property and IT Assets, free and clear of all Liens other than Permitted Liens; (ii) do not infringe the Intellectual Property of any Person; and (iii) take commercially reasonable actions to protect the integrity, continuous operation, redundancy and security of the IT Assets used in their business (and all data, including personal data, processed thereby), in each case, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Since February 1, 2019, there have been no violations, breaches, outages, corruptions or unauthorized uses of, or unauthorized access to same, except for instances that were resolved without material cost, liability or the duty to notify any other Person, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Sample 1
IP; Security. The California Subsidiary shall have executed and delivered to Platinum the IP Security Agreement, which IP Security Agreement shall be in the form attached hereto as Exhibit 3.2.23.
Sample 1
IP; Security. Except for Liens granted in favor of Foxconn EV Technology, Inc., the Company and its Subsidiaries (i) exclusively own their proprietary Intellectual Property and IT Assets, free and clear of all Liens; (ii) do not infringe the Intellectual Property of any Person; and (iii) take commercially reasonable actions to protect the integrity, continuous operation, redundancy and security of the IT Assets used in their business (and all data, including personal data, processed thereby), in each case, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Since January 1, 2021, there have been no violations, breaches, outages, corruptions or unauthorized uses of, or unauthorized access to same, except for instances that were resolved without material cost, liability or the duty to notify any other Person, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Sample 1
IP; Security. Parent and its Subsidiaries (i) exclusively own their proprietary Intellectual Property and IT Assets, (ii) do not infringe the Intellectual Property of any Person and (iii) take commercially reasonable actions to protect the integrity, continuous operation, redundancy and security of the IT Assets used in their business (and all data, including personal data, processed thereby), in each case, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Since January 1, 2021, there have been no violations, breaches, outages, corruptions or unauthorized uses of, or unauthorized access to same, except for instances that were resolved without material cost, liability or the duty to notify any other Person, and except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Sample 1
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Related to IP; Security

  • E7 Security The Authority shall be responsible for maintaining the security of the Authority premises in accordance with its standard security requirements. The Contractor shall comply with all security requirements of the Authority while on the Authority premises, and shall ensure that all Staff comply with such requirements.

  • Valid Security Interest This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Property in favor of the Issuer, which is prior to all other Liens, other than Permitted Liens, and is enforceable against creditors of and purchasers from the Depositor.

  • User Security You agree to take every precaution to ensure the safety, security and integrity of your account and transactions when using Mobile Banking. You agree not to leave your Device unattended while logged into Mobile Banking and to log off immediately at the completion of each access by you. You agree not to provide your username, password or other access information to any unauthorized person. If you permit other persons to use your Device, login information, or other means to access Mobile Banking, you are responsible for any transactions they authorize and we will not be liable for any damages resulting to you. You agree not to use any personally identifiable information when creating shortcuts to your Account. We make no representation that any content or use of Mobile Banking is available for use in locations outside of the United States. Accessing Mobile Banking from locations outside of the United States is at your own risk.

  • Password Security You are responsible for maintaining adequate security and control of any and all User IDs, Passwords, hints, personal identification numbers (PINs), or any other codes that you use to access the Account. Do not discuss, compare, or share information about your account number or password unless you are willing to give them full use of your money. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Account by third-parties and the loss or theft of any funds held in your Account and any associated accounts, including your Account. Checks and electronic withdrawals are processed by automated methods, and anyone who obtains your account number or access device could use it to withdraw money from your account, with or without your permission. You are responsible for keeping your email address and telephone number up to date in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of your account login credentials due to no fault of ours and/or your failure to follow or act on any notices or alerts that we may send to you. If you believe your Account information has been compromised, or that someone has transferred or may transfer money from your account without your permission, contact us immediately, through Synapse, at xxxx@xxxxxxxxx.xxx or call at +0(000) 000-0000. You agree to promptly review all Account and transaction records and other Communications that we make available to you and to promptly report any discrepancy to us.

  • CONTRACT SECURITY 8.2.1 The Contractor shall, prior to the Commencement Date or within the specified time, provide to the Owner any contract security specified in row D.2 of the Information Sheet.

  • Bid Security 2.1 Bid security, as a guarantee of good faith, in the form of a certified check, cashier's check, or bidder's bond, may be required to be submitted with this bid document, as indicated on the bid. 2.1.1 Bid security, if required, shall be in the amount specified on the bid. The bid security must be scanned and attached to the “Response Attachments” section of your response or it can be faxed to the Purchasing Office at 000-000-0000. The original bid security should then be sent or delivered to the office of the Purchasing Division, 000 X. 0xx Xx., Xxx. 000, Xxxxxxx, XX 00000 to be received within three (3) days of bid closing. 2.1.2 If bid security is not received in the Office of the Purchasing Division as stated above, the vendor may be determined to be non-responsive. 2.2 If alternates are submitted, only one bid security will be required, provided the bid security is based on the amount of the highest gross bid. 2.3 Such bid security will be returned to the unsuccessful Bidders when the award of bid is made. 2.4 Bid security will be returned to the successful Bidder(s) as follows: 2.4.1 For single order bids with specified quantities: upon the delivery of all equipment or merchandise, and upon final acceptance by the Owners. 2.4.2 For all other contracts: upon approval by the Owners of the executed contract and bonds. 2.5 Owners shall have the right to retain the bid security of Bidders to whom an award is being considered until either: 2.5.1 A contract has been executed and bonds have been furnished. 2.5.2 The specified time has elapsed so that the bids may be withdrawn. 2.5.3 All bids have been rejected. 2.6 Bid security will be forfeited to the Owners as full liquidated damages, but not as a penalty, for any of the following reasons, as pertains to this specification document: 2.6.1 If the Bidder fails or refuses to enter into a contract on forms provided by the Owners, and/or if the Bidder fails to provide sufficient bonds or insurance within the time period as established in this specification document.

  • Equity Rights The Seller acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of holders of Common Stock in the event of the Purchaser’s bankruptcy.

  • Issuances of Additional Partnership Securities (a) The Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to the Partnership Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners. (b) Each additional Partnership Security authorized to be issued by the Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Securities), as shall be fixed by the General Partner, including (i) the right to share Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may redeem the Partnership Security; (v) whether such Partnership Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Security; and (viii) the right, if any, of each such Partnership Security to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Security. (c) The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities pursuant to this Section 5.6, (ii) the conversion of the General Partner Interest (represented by General Partner Units) or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, (iii) the admission of Additional Limited Partners and (iv) all additional issuances of Partnership Securities. The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Securities or in connection with the conversion of the General Partner Interest or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed or admitted to trading. (d) No fractional Units shall be issued by the Partnership.

  • Purchase Money Security Interest Notwithstanding Paragraph 2 above, which relates to transfer of title and risk of loss, until the price shall have been paid in full to WTD for any Products, WTD shall retain a purchase money security interest in the inventory of the Products presently in the possession of or hereafter acquired by Reseller, and if Reseller shall have sold the Products to any third party, the proceeds of resale (or claim thereto) shall belong to WTD. Reseller hereby appoints WTD as its attorney in fact to file any document, with any state or other governmental authority, as is necessary or desirable to perfect, continue, modify or terminate this security interest. Failure on the part of Reseller to pay the price when due shall give WTD the right (without prejudice to any other remedies): a. those in possession of the goods that are still owned by WTD, because they have not been paid for, agree not to contest or object to a court order allowing WTD to repossess said goods; and b. to prevent Reseller from reselling or parting with possession of the Products until the price therefore shall have been paid in full.

  • Excluded Securities The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) Equity Securities issued upon conversion of the Series Preferred; (b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company; (c) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board; (d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements; (e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”); (f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors; (g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board; (h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors; (i) any Equity Securities issued in connection with a Qualified Public Offering; and (j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.

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