Licenses, Patents, Trademarks, and Intellectual Property Sample Clauses

Licenses, Patents, Trademarks, and Intellectual Property. Borrower has all necessary patents, patent rights, license agreements, trademarks, trademark rights, trade names, trade name rights, copyrights, and franchise agreements in order for it to conduct its businesses and to operate its Assets substantially as now operated, as the case may be, without known conflict, other than as previously disclosed in writing, with the rights of third Persons, except where the failure to obtain same could not reasonably be expected to have a Material Adverse Effect on Borrower and all of same are valid and subsisting, except where such lack of validity or subsistence could not reasonably be expected to have a Material Adverse Effect on Borrower. The consummation of the transactions contemplated by this Agreement will not alter or impair any of such rights of Borrower. Except as previously disclosed in writing, Borrower has not been charged or, to Borrower's knowledge, is threatened to be charged with any infringement of, nor has it infringed on any unexpired registered domestic trademark, trademark registration, trade name, patent, copyright, copyright
Sample 1
AutoNDA by SimpleDocs
Licenses, Patents, Trademarks, and Intellectual Property. Except as otherwise described in Schedule 4.6, each of the Companies has all necessary permits, approvals, authorizations, consents, license (including liquor licenses), franchises, registrations, patents, trademarks, trade names and copyrights, recipes and other rights and privileges to allow it to own and operate its respective business and to operate or franchise, as applicable, the Stores listed on Schedule 4.5 (as updated from time to time as required hereunder) without any violation of law or the rights of others. All trademarks, service marks, trade names, patents and patent applications in which any Company has an ownership or licensee interest, and all United States, state and foreign registrations thereof and applications therefor in the name of any Company, are listed on Schedule 4.6 (as updated from time to time as required hereunder), and the Parent is and will at all times hereafter be the owner thereof, free of all Encumbrances except in favor of the Lender. No interest in any of such intellectual property has been licensed or sublicensed to any other Person except to Franchisees pursuant to the Franchise Agreements.
Sample 1
Licenses, Patents, Trademarks, and Intellectual Property. Except as otherwise described in Schedule 4.6, each of the Companies has all necessary permits, approvals, authorizations, consents, license (including liquor licenses), franchises, registrations, patents, trademarks, trade names and copyrights, recipes and other rights and privileges to allow it to own and operate its respective business and to operate or franchise, as applicable, the Stores listed on Schedule 4.5 (as updated from time to time as required hereunder) without any violation of law or the rights of others. All trademarks, service marks (including without limitation Diedxxxx Xxxfee(R), Weiner Melange(R), Harvest Peak(R), SCOOP-A-CCINO(R), Flor xx Xxxxxx(X), Coffee People(R), Glorxx Xxxx'x(X), Coffee Plantation(R), Motor Moka(R) and Aero Moka(R)), trade names, patents and patent applications in which any Company has an ownership or licensee interest, and all United States, state and foreign registrations thereof and applications therefor in the name of any Company, are listed on Schedule 4.6 (as updated from time to time as required hereunder), and the Parent or Coffee People is and will at all times hereafter be the owner thereof, free of all Encumbrances except in favor of the Lender. No interest in any of such intellectual property has been licensed or sublicensed to any other Person except to Franchisees pursuant to the Franchise Agreements.
Sample 1
Licenses, Patents, Trademarks, and Intellectual Property. Except as otherwise described in Schedule 4.6, each of the Companies has all necessary permits, approvals, authorizations, consents, license (including liquor licenses), franchises, registrations, patents, trademarks, trade names and copyrights, recipes and other rights and privileges to allow it to own and operate their businesses and to operate the Restaurants listed on Schedule 4.8 (as updated from time to time as required hereunder) without any violation of law or the rights of others. All trademarks, service marks (including, without limitation, Jerry's Famous Deli, Rascal House and The Epicure Market), trade names, patents and patent applications in which any Company has an ownership interest, and all United States, state and foreign registrations thereof and applications therefor, are listed on Schedule 4.6 and the Parent is and will at all times hereafter be the owner thereof, free of all Encumbrances except in favor of the Agent. No interest in any of such intellectual property has been licensed to any other Person.
Sample 1
Licenses, Patents, Trademarks, and Intellectual Property. Except as otherwise described in Schedule 4.6, each of the Companies has all necessary permits, approvals, authorizations, consents, license (including liquor licenses), franchises, registrations, patents, trademarks, trade names and copyrights, recipes and other rights and privileges to allow it to own and operate their businesses and to operate the Restaurants listed on Schedule 4.8 (as updated from time to time as required hereunder) without any violation of law or the rights of others, except where such violation would not have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole. All trademarks, service marks, trade names, patents and patent applications in which any Company has an ownership or licensee interest, and all United States, state and foreign registrations thereof and applications therefor, are listed on Schedule 4.6, and such Company is and will at all times hereafter be the owner (or licensee if so indicated thereon) thereof, free of all Encumbrances except Encumbrances in favor of the Agent (other than Encumbrances in favor of the Agent on HTB Prohibited Assets if the same cannot be pledged pursuant to the definition thereof). No interest in any of such intellectual property has been licensed by any Company to any other Person.
Sample 1
Licenses, Patents, Trademarks, and Intellectual Property. Borrower has all necessary patents, patent rights, license agreements, trademarks, trademark rights, trade names, trade name rights, copyrights, and franchise agreements in order for it to conduct its businesses and to operate its Assets substantially as now operated, as the case may be, without known conflict, other than as previously disclosed in writing, with the rights of third Persons, except where the failure to obtain the same could not reasonably be expected to have a Material Adverse Effect on Borrower and all of same are valid and subsisting, except where such lack of validity or subsistence could not reasonably be expected to have a Material Adverse Effect
Sample 1

Related to Licenses, Patents, Trademarks, and Intellectual Property

  • 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 and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • 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.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party. 20.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • 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.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!