Licenses, Patents, Trademarks Sample Clauses

Licenses, Patents, Trademarks. 3.21.1. For purposes of this Agreement, “Intellectual Property” means the following items of intangible and tangible property:
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Licenses, Patents, Trademarks. (i) SCHEDULE F contains a list of all licenses, patents, copyrights, trade names and trademarks (including applications therefor) owned by the Company. To the Company's knowledge, the Company owns, free and clear of all liens and encumbrances, all the licenses, patents, copyrights, trade names, trademarks, trade secrets and processes necessary for the conduct of its business as presently conducted and as presently proposed to be conducted and except as described in SCHEDULE F, has the unrestricted right to use the foregoing without the payment of any royalty. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of its trade secrets and other technical information. Each current and former employee and consultant of the Company who is or was involved in research, development or technological matters has executed an agreement pursuant to which each such employee and consultant has agreed that they have no ownership or other interest in any patents, inventions or other proprietary processes created by them in the course of their employment by or consultation to the Company. (ii) To the Company's knowledge, no person has asserted a claim that the Company has infringed any patent, trade secret, copyright, trade name or trademark. To the Company's knowledge, the Company does not, and will not under its proposed plan of business, operate to conflict with, infringe, override or interfere with the rights of any other person in any license, patent, trade name, trademark, trade secret or process or rights pertaining thereto. (iii) All rights to processes, systems, patents and techniques used by the Company which were developed by any employee of or consultant to the Company in the course of providing services to the Company have been duly and validly assigned to the Company.
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Licenses, Patents, Trademarks. Except for the OpsPlanner software tool owned by the Company, there are no domestic or foreign letters patent, patents, patent applications, patent and know-how licenses, trade names, service marks, trademark and service mxxx registrations and applications, common law trademarks, and copyright registrations and applications (collectively, the “Intangibles”) owned by the Company or used or required in the conduct of any of its businesses. To the best knowledge of management of the Company, the Company owns or possesses adequate rights to use, all other Intangibles and all inventions, technology, processes, designs, know-how and formulae now or heretofore used in the conduct of their respective businesses, in each case free and clear of any and all liens, claims, pledges, encumbrances, charges, agreements, options, or other restrictions. To the best knowledge of management of the Company, the Company has not infringed or engaged in the unauthorized use or misappropriation of any Intangible, invention, technology, process, design, computer program, know-how or formulae of another, and there are no actual or, to the Company’s best knowledge, threatened claims or assertions against the Company relating thereto. To the best knowledge of management of the Company, no Intangibles are being infringed by others.
Sample 1
Licenses, Patents, Trademarks. Schedule 7.13 attached hereto contains a list and rief description of all domestic anx xxreign letters patent, patents, patent applications, patent and know-how licenses, trade names, trademark registrations and applications, common law trademarks, and copyright registrations and applications (collectively, the "Intangibles"), owned by CAS. The business of CAS is being carried on without conflict with registered patents, licenses, trademarks, copyrights, and trade names or other proprietary rights of others. CAS has not received notice that it infringed or is infringing on any Intangible, invention, technology, process, design, computer program, know-how or formulae of another. Except as described in Schedule 7.13, CAS has not assigned any rights in, or granted any security interest in, any of its trade secrets, trademarks or copyrights and no current or previous key employees or consultants of CAS have any rights in any inventions, software programs or designs or other proprietary concepts, whether or not patentable or copyrightable, which relate in any material respect to the business of CAS.
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Licenses, Patents, Trademarks. 6.18.1. For purposes of this Agreement, "INTELLECTUAL PROPERTY" means the following items of intangible and tangible property:
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Licenses, Patents, Trademarks. (a) For purposes of this Agreement, "Intellectual Property" means patents, copyrights, trademarks, inventions, research records, trade secrets, confidential information, product designs, engineering specifications and drawings, technical information, formulae, computer programs, and related flow-charts, programmer notes, updates and data, whether in object source code form.
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Licenses, Patents, Trademarks. (a) To Seller's knowledge, the Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trade names, copyrights, manufacturing processes, formula, trade secrets, customer lists and know how (collectively, the "Intellectual Property") necessary or desirable to enable the operation of the business of the Company as now being conducted and as proposed to be conducted. (b) To Seller's knowledge, no Intellectual Property, used or proposed to be used in the business of the Company as currently conducted or contemplated, has infringed or will infringe any intellectual property rights of others and the use of such Intellectual Property in the business of the Company as currently conducted or contemplated, will not constitute an infringement, misrepresentation, misappropriation or misuse of any intellectual property rights of any third party. To Seller's knowledge, no claim is pending or threatened to the effect that any such Intellectual Property owned or licensed to the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company and Seller is not aware of any basis for any such claim (whether or not pending or threatened). To Seller's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (i) violated or may be violating any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees.
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Licenses, Patents, Trademarks 
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Related to Licenses, Patents, Trademarks

  • Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.

  • Patents, Trademarks, Copyrights, Licenses, Etc Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others.

  • Trademarks, Patents, Etc Schedule 2.1

  • Trademarks, Patents Each of the Borrower and the Subsidiaries possesses or has the right to use all of the patents, trademarks, trade names, service marks and copyrights, and applications therefor, and all technology, know-how, processes, methods and designs used in or necessary for the conduct of its business, without known conflict with the rights of others.

  • Patents, Trademarks, Copyrights and Licenses All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

  • Patents, Trademarks, Etc The Borrower has obtained and holds in full force and effect all patents, trademarks, servicemarks, trade names, copyrights and other such rights, free from burdensome restrictions, which are necessary for the operation of its business as presently conducted, the impairment of which is likely to have a Material Adverse Effect.

  • Copyright/Trademark/Patent Consultant understands and agrees that all matters produced under this Agreement shall become the property of District and cannot be used without District's express written permission. District shall have all right, title and interest in said matters, including the right to secure and maintain the copyright, trademark and/or patent of said matter in the name of the District. Consultant consents to use of Consultant's name in conjunction with the sale, use, performance and distribution of the matters, for any purpose and in any medium.

  • Copyrights, Patents and Trademarks (i) Borrower hereby represents and warrants that, as of the date of this Agreement, Borrower does not have any maskworks, computer software, or other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office and, upon Lender’s request therefor, promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application. (iii) Borrower will: (x) protect, defend and maintain the validity and enforceability of Borrower’s copyrights, patents, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consent.

  • Trademarks, Patents and Copyrights (a) Section 4.14(a) of the Company Disclosure Letter sets forth a complete and accurate list of all copyright registrations, trademark registrations, and patents, and applications for registration of any of the foregoing, that are owned by the Company or its subsidiaries. The Company and its subsidiaries own or have the right to use in the manner currently used by the Company and its subsidiaries all patents, trademarks, trade names, copyrights, Internet domain names, service marks, trade secrets and other intellectual property rights (the “Intellectual Property Rights”) used in connection with the business of the Company and its subsidiaries as currently conducted (the “Company Intellectual Property Rights”), except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has received, since January 1, 2011, any written charge, complaint, claim, demand or notice challenging the validity of any of the Company Intellectual Property Rights, except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) To the Company’s knowledge, the conduct of the business of the Company and its subsidiaries does not infringe upon, misappropriate or otherwise violate any Intellectual Property Rights of any other person, except for any such infringement, misappropriation or other violation that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has received, since January 1, 2011, any written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or other violation that has not been settled or otherwise fully resolved, except for any such infringement, misappropriation or other violation that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s knowledge, no other person has infringed, misappropriated or otherwise violated any Company Intellectual Property Rights since January 1, 2011, except for any such infringement, misappropriation or other violation as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

  • Maintenance of Patents, Trademarks, Etc Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in full force and effect all patents, trademarks, service marks, trade names, copyrights, licenses, franchises, permits and other authorizations necessary for the ownership and operation of its properties and business if the failure so to maintain the same would constitute a Material Adverse Change.

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