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. Except as disclosed in Section 16 of the Disclosure Letter:
Owned IP. (a) The Company is the sole legal and beneficial owner of the Owned IP and all of the Owned IP is valid and subsisting and free of Encumbrances, and the Company is not aware of any dispute or challenge as to the ownership interest of the Company in respect of the Owned IP.
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.
Owned IP. Section 4.19(a) of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all Owned IP that is the subject of any issuance, registration, application or designation thereof, to or with any Governmental Entity, authorized private registrar or that is granted contractually, including registered Trademarks, registered Copyrights, issued Patents, domain name registrations and pending applications for any of the foregoing and social media user names and handles, as well as any Trademarks that the Company and/or one of its Subsidiaries currently uses or proposes to use, but for which no registrations have been sought, including for each item the current owner or registrant, jurisdiction, application and/or registration date and expiration date thereof, as applicable.
Owned IP. Section 4.9(a) Owned Software...................................................Section 4.10(a) Parent ................................................................
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. 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. 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”);
