MATERIAL INTELLECTUAL PROPERTY RIGHTS Clause Samples
The Material Intellectual Property Rights clause defines the ownership, use, and protection of intellectual property (IP) related to materials created, provided, or used under an agreement. It typically specifies which party retains rights to pre-existing IP, how new IP developed during the relationship will be handled, and any licenses or permissions granted for use of such materials. This clause is essential for clarifying who controls valuable IP assets, preventing disputes over ownership, and ensuring both parties understand their rights and obligations regarding intellectual property.
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MATERIAL INTELLECTUAL PROPERTY RIGHTS. The Companies own, or lawfully use, all such patents, trade marks, copyrights, software, domain names, which are material to carrying on the Demedis Dental Business taken as a whole (herein after collectively referred to as "INTELLECTUAL PROPERTY RIGHTS"). Schedule 6.1.8 (a) contains a true and complete list of the Intellectual Property Rights (except for off the shelf standard software) of which the Companies are the legal owners indicating (i) the nature and the registered owner of the Intellectual Property Rights and (ii) if applicable, the jurisdiction in which such Intellectual Property Rights have been registered. Except as disclosed in Schedule 6.1.8 (a), the Companies are entitled to dispose freely of the Intellectual Property Rights, which are owned by the Companies. No other than the Intellectual Property Rights are necessary for the Demedis Dental Business to conduct its business as currently conducted. Except as listed in Schedule 6.1.8 (b), the Intellectual Property Rights are not subject to any pending or threatened proceedings for opposition or cancellation which may adversely affect the operation of the Demedis Dental Business taken as a whole nor, to Seller's Knowledge, being infringed by any third party. All fees necessary to maintain the Intellectual Property Rights have been paid, except for non-payments which will not have and can not reasonably be expected to have a Material Adverse Effect. To Seller's Knowledge, the Companies do not infringe any material intellectual property rights owned by a third party. The Companies either own and hold valid leases and/or licenses to all material computer hardware, software and other information technology ("IT"), which is currently used by the Companies to conduct their business as currently conducted. All material leases or licenses in respect of such IT are effective. Except as disclosed in Schedule 6.1.8 (c), since the Economic Transfer Date, there were no material interruptions, material data losses or material similar incidents attributable to the IT owned or used by the Companies, and which, in addition, had or are likely to have a Material Adverse Effect on the Demedis Dental Business. To Sellers' Knowledge, the IT has the capacity and performance necessary to conduct the business operations of the Companies as conducted on the Signing Date.
MATERIAL INTELLECTUAL PROPERTY RIGHTS. 9.1.1 The LPR IP constitutes all material Intellectual Property Rights (and applications for such rights) which were owned by the Target, the Parent or any Vendor Group Company immediately prior to Completion and which primarily relate to the Business.
9.1.2 None of the Target, the Parent or any Vendor Group Company has received written notice to indicate that any of the LPR IP is being challenged or attacked by any third party or by any relevant registry and all fees due and payable in respect of the LPR IP have been paid.
MATERIAL INTELLECTUAL PROPERTY RIGHTS. 7.8.1 The Target Group Companies hold free and unencumbered title to all registered intellectual property rights listed in Annex 7.8.1 (Part A) and are licensees of those registered intellectual property rights listed in Annex 7.8.1 (Part B) (together, the "MATERIAL INTELLECTUAL PROPERTY RIGHTS"). The Material Intellectual Property Rights include all the registered intellectual property rights which the Target Group Companies need to carry on the Target Group Companies' businesses as currently conducted. To Sellers Knowledge, the Material Intellectual Property Rights owned by the Target Group Companies have been duly maintained in all material respects and there are no challenges thereto by any third party (including, without limitation, registration authorities) which have a Material Adverse Effect. To the Seller's Knowledge, none of such Material Intellectual Property Rights has been infringed or violated by any third party where such infringement has a Material Adverse Effect. To the Seller's Knowledge, and excluding the IP License Agreements, no exclusive licenses of any Material Intellectual Property Rights owned by the Target Companies have been granted to any third party (other than customers, developers or similar partners in the ordinary course of business).
7.8.2 To Seller's Knowledge, none of the Target Companies has infringed or violated or currently infringes or violates in its respective business operations any intellectual property rights of third parties in such a manner as to have a Material Adverse Effect.
7.8.3 To Seller's Knowledge, the Target Group Companies in Germany have each exercised all rights under the German Act on Employee Inventions (Arbeitnehmererfindungsgesetz) or similar legislation in other jurisdictions.
7.8.4 The Target Companies own, or have acquired a valid right or license to use, all servers, material network components and material software (excluding for the avoidance of doubt hardware which is available "off the shelf", peripherals or "shrink-wrap"-type software) on which significant core business processes are operated (including ERP and CAD) (hereinafter collectively referred to as the "INFORMATION TECHNOLOGY") and which the Target Group Companies need in order to carry on their businesses as presently conducted. ▇▇▇▇▇▇-Standard Project Falcon / SPA 09 June 2007
7.8.5 To the Seller's Knowledge, the Target Group Companies have access to and are able to use without any restriction all know-how which the Target Gr...
MATERIAL INTELLECTUAL PROPERTY RIGHTS. Under the Contribution Agreement, Seller
MATERIAL INTELLECTUAL PROPERTY RIGHTS. The Companies own and to the Best Knowledge of Sellers, lawfully use all such patents, design models, and trade marks which are material to carry on the German Business, or the Dutch Business, or the US Business or the Japanese Business, each as conducted as of the Signing Date and each taken as a whole (except for licenses of, and similar rights in, application software) (herein collectively "Material Intellectual Property Rights"). Schedule 7.1.7 contains a true and complete list of all Material Intellectual Property Rights owned and/or used by the Business indicating (i) the nature and owner of the Material Intellectual Property Rights and (ii) if applicable, the jurisdiction in which such Material Intellectual Property Rights have been registered and registration information.
MATERIAL INTELLECTUAL PROPERTY RIGHTS. 25 Merger........................................................................1