Ownership and Protection of Proprietary Rights Sample Clauses

Ownership and Protection of Proprietary Rights. The Company or ---------------------------------------------- one of its Subsidiaries owns or has a valid right to use each of the Proprietary Rights, and (except as provided in Section 9.7) the Proprietary Rights will not cease to be valid rights of the Company or such Subsidiary by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. Neither the Company, any of its Subsidiaries nor Seller has received any notice of invalidity or infringement of any rights of others with respect to such Trademarks. The Company, one of its Subsidiaries or Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other person. No other person (i) has the right to use any of the Trademarks of the Company or any of its Subsidiaries on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified the Company, any of its Subsidiaries or Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) to Seller's Knowledge, is infringing upon any such Proprietary Rights in any way. The Company or any of its Subsidiaries' use of the Proprietary Rights does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third party in or to such Proprietary Rights, and no Action has been instituted against or notices received by the Company, any of its Subsidiaries or Seller that are presently outstanding alleging that the use of the Proprietary Rights by the Company or any of its Subsidiaries infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights.

Ownership and Protection of Proprietary Rights. Seller owns each of the Proprietary Rights and the Proprietary Rights will not cease to be valid rights of Seller by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. All of the pending Patent applications have been duly filed. Except as set forth in Schedule 4.18, no other person (i) has been granted by Seller the right to use any of Seller's Trademarks included in the Assets on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) to the knowledge of Seller, is infringing upon any such Proprietary Rights in any way. No Action has been instituted against or notices received by Seller that are presently outstanding alleging that Seller's use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller's or Buyer's, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.

Ownership and Protection of Proprietary Rights. The Company owns or licenses, and has the sole right to use or (if it so elects) to sublicense each of the Proprietary Rights. None of the Proprietary Rights is involved in any pending or, to the Company's knowledge, threatened Action. The Company has not received any notice of invalidity with respect to such Proprietary Rights. The Company has taken all reasonable steps to protect the Proprietary Rights from infringement by any other person. To the knowledge of the Company, the Company's use of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights, and no such infringement been alleged by any third party. All of the Proprietary Rights are validly owned or licensed by the Company and will not cease to be validly owned or licensed and in full force and effect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.

Ownership and Protection of Proprietary Rights. It owns and ---------------------------------------------- has the sole right to use each of the Proprietary Rights. None of the Proprietary Rights is involved in any pending or threatened litigation. It has not received any notice of invalidity or infringement of any rights of others with respect to such trademarks. No other firm, corporation, association or person (1) has the right to use any such trademarks, (2) has notified the Company that it is claiming any ownership of or right to use such Proprietary Rights, or (3) is infringing upon any such Proprietary Rights in any way. Its use of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights. All of the Proprietary Rights are valid and enforceable, except where the failure to be so valid and enforceable would not have a material adverse effect.

Ownership and Protection of Proprietary Rights. Except as ----------------------------------------------- set forth on Schedule 4.18.3, the Company owns or licenses, and has the sole right to use or (as it so elects) to sublicense, each of the Proprietary Rights, and the Company is not a party to any litigation with respect to any of the Proprietary Rights. The Company has not received any notice of invalidity or infringement of any rights of others with respect to such Proprietary Rights. The Company has taken all reasonable and prudent steps in the reasonable business judgment of the Company to protect the Proprietary Rights from infringement by any other firm, corporation, association or person. The Company's use of the Proprietary Rights is not, to Seller's knowledge, infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights, nor has such infringement been alleged by any third party. All of the material Proprietary Rights are valid and enforceable rights of the Company and will not cease to be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.

Ownership and Protection of Proprietary Rights. Seller owns and has the sole right to use each of the Proprietary Rights. None of the Proprietary Rights is involved in any pending or threatened litigation. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Proprietary Rights. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other firm, corporation, association or person. Seller's use of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights, nor has such infringement been alleged by any third party. All of the Proprietary Rights are valid and enforceable rights of Seller, will be quit-claimed to Buyer and will not cease to be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.

Ownership and Protection of Proprietary Rights. TSR Paging owns and/or has the right to use each of the Proprietary Rights listed on TSR Paging Disclosure Letter Schedule 5.20. The Proprietary Rights listed on TSR Paging Disclosure Letter Schedule 5.20 constitute all of the material Proprietary Rights necessary to conduct the TSR Paging Business in the manner presently conducted. None of the Proprietary Rights is involved in any pending or, to the knowledge of TSR Paging, threatened litigation. No other Person (i) has the right to use any of the Proprietary Rights, except pursuant to the Contracts; or (ii) to TSR Paging's knowledge is infringing upon any Proprietary Rights. To TSR Paging's knowledge, the use by TSR Paging of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party. No proceedings have been instituted against or notices received by TSR Paging that are presently outstanding alleging that the use by TSR Paging of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. All Proprietary Rights are assignable by TSR Paging to TSR Wireless in the manner contemplated by this Agreement.

Ownership and Protection of Proprietary Rights. 8.1 JCE retains all Intellectual Property Rights in and to the Game, the Localized Game (including, without limitation, the Closed Beta Version and the Open Beta Version), all Promotional Materials, and all Game Materials. JCE, and its permitted successor and assignee, shall exclusively own all Intellectual Property Rights, in perpetuity and in all languages, embodied in or pertaining to the Localized Game (including, without limitation, the Closed Beta Version and the Open Beta Version) and any and all Promotional Materials and Game Materials created by JCE, and T2 Entertainment hereby makes a full, irrevocable assignment, in perpetuity, to JCE of all such Intellectual Property Rights. 8.2 JCE shall provide T2 Entertainment with appropriate copyright and trademark notices in JCE's names, and T2 Entertainment shall place, in such manner and form as JCE may instruct in writing in advance, such copyright and trademark notices on all Promotional Materials and Game Materials. In no event shall T2 Entertainment alter, remove, obscure, erase or deface or otherwise hide from view, any such notices or any other copyright, trademark or other proprietary rights notice of JCE contained or incorporated in any Promotional Material and any Game Material. 8.3 T2 Entertainment shall own Intellectual Property Rights in and to the Subscribers' database in the Territory as of the Commercial Launch Date. Upon expiration or early termination of this Agreement, T2 Entertainment shall transfer the Subscribers' database and all Intellectual Property Rights therein to JEC, to the extent as permitted by PRC laws and prior agreements between the Subscribers and T2 Entertainment.

Ownership and Protection of Proprietary Rights. The following protections apply to proprietary rights of the Parties.

Ownership and Protection of Proprietary Rights. Except as ---------------------------------------------- set forth in Schedule 4.18, the Company or Metroquip owns or licenses, and has ------------- the sole right to use or (if it so elects) to sublicense each of the Proprietary Rights. None of the Proprietary Rights is involved in any pending or to the best of Company's or Seller's knowledge, threatened litigation. Neither the Company nor Metroquip has received any notice of invalidity or infringement of any rights of others with respect to such Proprietary Rights. The Company has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other firm, corporation, association, or person. To the best knowledge of Seller and the Company, the Company's and Metroquip's use of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights, nor has such infringement been alleged by any third party. All of the Proprietary Rights are valid and enforceable rights of the Company and Metroquip and will not cease to be valid and in full force and effect by reason of the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.