Owned IP Sample Clauses

Owned IP. Except as disclosed in Section 16 of the Disclosure Letter: 1. The Owned IP is valid and subsisting and is not subject to any amendment, challenge, removal or surrender. 2. The Owned IP is not subject to any third party right. 3. All registry fees and relevant registration formalities in respect of the Owned IP have been paid and carried out by the due date and no registry fees are due at the date of this Agreement. 4. Of the Owned IP which is a registered trade mark, each such trade mark has been used continuously and in good faith by the registered proprietor in relation to each of the goods and services for which it is registered at all times since it was applied for. 5. The Group Companies are the sole legal and beneficial owners of all of the rights and interests in, or has validly licensed to it, all of the Owned IP. 6. The Owned IP is not subject to any security interest, option, mortgage, charge or lien. The Owned IP will not be lost, or rendered liable to termination, by virtue of the performance of this Agreement.

Owned IP. The Owned IP that is material to the ongoing operations of the Business is valid, subsisting and enforceable and nothing has been done or omitted to be done which could cause any of them to cease being so.

Owned IP. Schedule 3.12(a) of the Company Disclosure Letter lists all applications and registrations for trademarks, copyrights, trade names, service marks, patents and Internet domain names owned by the Group Companies. The Group Companies exclusively own all right, title, and interest in and to all Intellectual Property Rights they own or purport to own, including each of the items set forth on Schedule 3.12(a) of the Company Disclosure Letter (collectively, the “Owned Intellectual Property”), in each case free and clear of all Liens, except as set forth on Schedule 3.12(a) of the Company Disclosure Letter and except for Permitted Liens. No (i) government funding, or (ii) facilities of a university, college, or research center was used in the development of the Owned Intellectual Property. The Group Companies exclusively own, or have a valid license to use or otherwise have the legal right to use, all Intellectual Property Rights used in or necessary to the conduct of the Business as presently conducted in all material respects, free and clear of all Liens, except as set forth on Schedule 3.12(a) of the Company Disclosure Letter and except for Permitted Liens. The Owned Intellectual Property is valid, subsisting, and, to the Company’s Knowledge, enforceable.

Owned IP. Schedule 4.13(a) of the CDL lists material issuances, registrations and applications for issuance or registration of Intellectual Property Rights, including Internet domain names and social media accounts, owned or pending or registered in the name of any of the Group Companies. (i) The Group Companies exclusively own all right, title, and interest in and to all the material Intellectual Property Rights they own or purport to own, including each of the items set forth on Schedule 4.13(a) of the CDL (collectively, the “Owned Intellectual Property”), in each case free and clear of all Liens, except for Permitted Liens, (ii) the Group Companies have the legal right to use, all other material Intellectual Property Rights used in or necessary to the conduct of the business of the Group Companies as presently conducted in all material respects (collectively, the “Company Intellectual Property”), free and clear of all Liens, except for Permitted Liens (provided that the foregoing will not be read as a representation of non-infringement), (iii) the material registered Owned Intellectual Property is subsisting, and to the Company’s Knowledge, valid and enforceable, (iv) there are no Orders or settlements that restrict the Company’s use or ownership of any material Owned Intellectual Property and (v) the Group Companies have taken commercially reasonable actions to maintain, protect and enforce the material Owned Intellectual Property.

Owned IP. All rights, title and interest of the Asset Seller in and to the Intellectual Property owned by the Asset Seller listed in Schedule 5.17(a) (the “Transferred IP”);

Owned IP. The content of Exhibit 3 (registered Owned IP) is correct in all material respects. The member of the Seller Group or the Target Company identified as owning the rights is the sole legal and beneficial owner of such rights. So far as the Seller is aware, all registered IPRs registered in the name of or otherwise owned by Zetra that relate exclusively to the Acquired Businesses are listed in Exhibit 3.

Owned IP. “Owned IP” shall mean all Intellectual Property Rights that are owned or purported to be owned by any of the Acquired Corporations.

Owned IP. A full and accurate list of all of the registered, issued and applied for IP (including domain names) and material unregistered trademarks and software which is owned or purported to be owned by a Target Group Company has been Disclosed (together with all the other IP owned or purported to be owned by any Target Group Company, the “Owned IP”). The Owned IP is registered issued or applied for in the name of a Target Group Company and is not subject to any Encumbrances. The products and services of the Target Group Companies have been marked as required by the relevant legal requirements and regulations related to intellectual property in order to obtain and maintain all rights available pursuant to such legal requirements and regulations and as required under any licenses of IP to which a Target Group Company is a party.

Owned IP. Section 4.9(a) Owned Software...................................................Section 4.10(a) Parent ................................................................

Owned IP. Section 5.15(a) of the Disclosure Schedule lists the following intellectual property assets owned by the Company that are material to its business as currently conducted (the “Owned IP”): internet domain names. All required filings and fees related to any filings for the Owned IP have been timely filed with and paid to the relevant Government Authority and authorized registrars, and all registrations associated with Registered Intellectual Property included in Owned IP are otherwise in good standing. To Seller’s Knowledge, all registrations associated with Registered Intellectual Property included in Owned IP are enforceable, valid and subsisting, and have not expired or been cancelled or abandoned. The Company does not license any intellectual property assets that are material to its business.