Common use of Maintenance of Rights Clause in Contracts

Maintenance of Rights. The Company has not conducted its business, ---------------------- and has not used or enforced (or, to the knowledge of the Company or the Holders, failed to use or enforce) the IP Rights, in a manner that would result in the abandonment, cancellation or unenforceability of any item of the IP Rights or the IP Registrations, and the Company has not taken (or, to the knowledge of the Company and the Holders, failed to take) any action that would result in the forfeiture or relinquishment of any IP Rights or IP Registrations, in each case where such abandonment, cancellation, unenforceability, forfeiture or relinquishment would have a Company Material Adverse Effect. Except as set forth in Schedule 4.16(f), the Company has not granted to any third party any rights or permissions to use any of the Technology or the IP Rights. To the best of the Company's knowledge, except pursuant to reasonably prudent safeguards, (i) no third party has received any confidential information relating to the Technology or the IP Rights and (ii) the Company is not under any contractual or other obligation to disclose to any third party any Company Technology.

Appears in 1 contract

Samples: Merger Agreement (Avt Corp)

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Maintenance of Rights. The Company has not conducted its business, ---------------------- and has not used or enforced (or, to the knowledge of the Company or the Holdersits Knowledge, failed to use or enforce) the IP RightsIntellectual Property Rights in and to Company Technology, in a manner that would result in the abandonment, cancellation or unenforceability of any item of the IP such Intellectual Property Rights or the IP Registrations, and the Company has not taken (or, to the knowledge of the Company and the Holdersits Knowledge, failed to take) any action that would result in the forfeiture or relinquishment of any IP such Intellectual Property Rights or the IP Registrations, in each case where such abandonment, cancellation, unenforceability, forfeiture or relinquishment would have a Company Material Adverse Effect. Except as set forth in Schedule 4.16(f), the The Company has not granted to any third party any rights or permissions to use any of the Technology Technology-Related Assets or the IP RightsIntellectual Property Rights therein and thereto. To the best of the Company's knowledgeKnowledge, except pursuant to reasonably prudent safeguards, (ia) no third party has received from or through the Company any confidential information relating to the Technology Technology-Related Assets or the IP Intellectual Property Rights therein and thereto, and (iib) the Company is not under any contractual or other obligation to disclose to any third party any Company Technology.

Appears in 1 contract

Samples: Share Sale Agreement (N2h2 Inc)

Maintenance of Rights. The Except as set forth on Schedule 2.14.6 to the Disclosure Memorandum, the Company has not conducted its business, ---------------------- and has not used or enforced (or, to the knowledge of the Company or the Holdersits knowledge, failed to use or enforce) the IP Rights, in a manner that would result in the abandonment, cancellation or unenforceability of any item of the IP Rights or the IP Registrations, and the Company has not taken (or, to the knowledge of the Company and the Holdersits knowledge, failed to take) any action that would result in the forfeiture or relinquishment of any IP Rights or IP Registrations, in each case where such abandonment, cancellation, unenforceability, forfeiture or relinquishment would have a Company Material Adverse Effect. Except as set forth in Schedule 4.16(f)2.14.6, the Company has not granted to any third party any rights or permissions to use any of the Technology or the IP Rights. To the best of the Company's knowledge, except pursuant to reasonably prudent safeguards, (ia) no third party has received any confidential information relating to the Technology or the IP Rights Rights, and (iib) the Company is not under any contractual or other obligation to disclose to any third party any Company Technology.

Appears in 1 contract

Samples: Merger Agreement (Amazon Com Inc)

Maintenance of Rights. The Except as set forth in Section 3.14.6 of the Company Disclosure Schedule, the Company has not conducted its business, ---------------------- and has not used or enforced (or, to the knowledge of the Company or the Holdersits knowledge, failed to use or enforce) the IP Rights, in a manner that would result in the abandonment, cancellation or unenforceability of any item of the IP Rights or the IP Registrations, and the Company has not taken (or, to the knowledge of the Company and the Holdersits knowledge, failed to take) any action that would result in the forfeiture or relinquishment of any IP Rights or IP Registrations, in each case where such abandonment, cancellation, unenforceability, forfeiture or relinquishment would have a Company Material Adverse Effect. Except as set forth in Schedule 4.16(f)Section 3.14.6 of the Company Disclosure Schedule, the Company has not granted to any third party any rights or permissions to use any of the Technology or the IP Rights. To the best of the Company's knowledge, except pursuant to reasonably prudent safeguards, (ia) no third party has received any confidential information relating to the Technology or the IP Rights Rights, and (iib) the Company is not under any contractual or other obligation to disclose to any third party any Company Technology.

Appears in 1 contract

Samples: Stock Purchase Agreement (Corillian Corp)

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Maintenance of Rights. The Except as set forth on Schedule 2.14.6 to the Company Disclosure Memorandum, the Company has not conducted its business, ---------------------- and has not used or enforced (or, to the knowledge of the Company or the Holdersits knowledge, failed to use or enforce) the IP Rights, in a manner that would result in the abandonment, cancellation or unenforceability of any item of the IP Rights or the IP Registrations, and the Company has not taken (or, to the knowledge of the Company and the Holdersits knowledge, failed to take) any action that would result in the forfeiture or relinquishment of any IP Rights or IP Registrations, in each case where such abandonment, cancellation, unenforceability, forfeiture or relinquishment would have a Company Material Adverse Effect. Except as set forth in Schedule 4.16(f)2.14.6, the Company has not granted to any third party any rights or permissions to use any of the Technology or the IP Rights. To the best of the Company's knowledge, except pursuant to reasonably prudent safeguards, (ia) no third party has received any confidential information relating to the Technology or the IP Rights Rights, and (iib) the Company is not under any contractual or other obligation to disclose to any third party any Company Technology.

Appears in 1 contract

Samples: Merger Agreement (Amazon Com Inc)

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