Ownership; Infringement. Except as set forth on Schedule 4.10(b), (i) the Company, solely and exclusively, owns and possesses all right, title and interest in and to, or in the alternative which will be identified as such on Schedule 4.10(b), has a valid and enforceable right to use the Proprietary Rights described or required to be described on Schedule 4.10(a), free and clear of all Liens, and no claim by any third party contesting the validity, enforceability, use or ownership of any of the foregoing has been made, is currently outstanding or, to the Company’s or any Majority Stockholder’s Knowledge, is threatened, (ii) no loss, expiration or claim challenging the validity or enforceability of any Proprietary Right is pending, reasonably foreseeable or, to the Company’s or any Majority Stockholder’s Knowledge, threatened, (iii) the Company has not received any notice of, and neither the Company nor any Majority Stockholder is aware of any fact which indicates a likelihood of any infringement, violation, dilution or misappropriation by, or any conflict with, any third Person with respect to any Proprietary Right, including any demand or request that the Company license rights from a third Person, (iv) to the Company’s and Majority Stockholders’ Knowledge, the practice of any patents or methods comprising the Proprietary Rights do not infringe, dilute, violate or misappropriate the Proprietary Rights of any third person in the jurisdiction where the Business is presently conducted or any jurisdiction where the Business is anticipated to be conducted, (v) the Company has not infringed, violated, diluted, misappropriated or otherwise violated any Proprietary Rights of any third Person and no Majority Stockholder nor the Company has Knowledge of any infringement, misappropriation, violation or dilution which will occur as a result of the continued operation of the Business, anticipated operation of the Business or the consummation of the transactions contemplated by this Agreement and the other documents contemplated hereunder, and (vi) all of the Company’s rights in and to such Proprietary Rights are freely assignable by the Company, including the right to create derivative works.
Ownership; Infringement. Except as set forth on SCHEDULE 3.12.2, the Company is the owner of all right, title, and interest in and to each of the Intellectual Property assets of the Company, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property assets. To the Company's knowledge, there is no potentially interfering Intellectual Property of any third party. No Intellectual Property of the Company is infringed or has been challenged or, to the Company's knowledge, threatened in any way. None of the products manufactured and sold, nor any process or know-how used, by the Company infringes or to the Company's knowledge is alleged to infringe any Intellectual Property rights of any other Person.
Ownership; Infringement. Except as set forth on Schedule 8.10, each of the Companies owns and possesses all right, title and interest in and to each of the registered Proprietary Rights shown on Schedule 8.10 as being owned by it and, to the Company’s Knowledge, has a valid and enforceable right to use all Proprietary Rights shown on Schedule 8.10 to be licensed to it, free and clear of all Liens (other than Permitted Liens). To the Company’s Knowledge, each of the registered Company Proprietary Rights is currently subsisting and in full force, and the Companies have taken all steps necessary to maintain and keep in force such Company Proprietary Rights (excluding any Company Proprietary Rights that any of the Companies has reasonably determined are not material to the business of the Companies as it is currently conducted). Each of the Companies has taken commercially reasonable steps necessary to protect all trade secrets and other confidential Company Proprietary Rights that are material to the business of the Companies as it is currently conducted. Except as set forth on Schedule 8.10, to the Company’s Knowledge, (i) no claim by any third party contesting the validity, enforceability, use or ownership of any of the Company Proprietary Rights has been made since January 1, 2014, or is currently outstanding or is threatened, (ii) no loss or expiration of any such Company Proprietary Right is pending or threatened except in accordance with its normal terms, (iii) since January 1, 2014, none of the Companies has received written notice of any infringement or misappropriation by, or any conflict with, any third party with respect to any such Company Proprietary Rights, including any written demand that any of the Companies license rights from a third party, and (iv) since January 1, 2014 to the Company’s Knowledge, none of the Companies have infringed upon, misappropriated or otherwise conflicted with any valid Proprietary Rights of any third party.
Ownership; Infringement. Except as set forth on Schedule 4.15(b) of the Seller Disclosure Schedules, (i) Seller, solely and exclusively, owns and possesses all right, title and interest in and to all Assigned IP, free and clear of all Encumbrances (other than Permitted Encumbrances), (ii) all of Seller’s rights in and to the Assigned IP are freely assignable by Seller, (iii) no written claim by any Third Party contesting the validity, enforceability, use or ownership of any Assigned IP is currently outstanding or, to the Knowledge of Seller, is or has been threatened in writing, (iv) no written claim challenging the validity or enforceability of any Assigned IP is pending, or, to the Knowledge of Seller, has been threatened in writing, (v) Seller has not received any written notice of any infringement, violation, dilution or misappropriation by, or any conflict with, any Third Party with respect to any Assigned IP, including any demand or request that Seller license rights from a Third Party, and (vi) to the Knowledge of Seller, the conduct of the Business as currently conducted and the Assigned IP does not infringe, violate or misappropriate the Intellectual Property of any Third Party.
Ownership; Infringement. Except as set forth on Schedule 4.9(b), (i) taken together. Seller owns and possesses all right, title and interest in and to, or has a valid and enforceable right to use its registered Proprietary Rights described or required to be described on Schedule 4.9(a), free and clear of all Liens (other than Permitted Liens), and no claim by any third party contesting the validity, enforceability, use or ownership of any of the foregoing has been made, is currently outstanding or, to Seller's knowledge, is threatened, (ii) no loss or expiration of any material Proprietary Right of any such type or material group of such Proprietary Rights is pending, reasonably foreseeable or, to Seller's knowledge, threatened, (iii) Seller has not received any notice of, nor is Seller aware of any fact which indicate a likelihood of any infringement or misappropriation by, or any conflict with, any third party with respect to any such Proprietary Right, including any demand or request that Seller license rights from a third party, and (iv) Seller has not infringed, misappropriated or otherwise conflicted with any rights of any third party and Seller is not aware of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the Business as currently conducted or as proposed to be conducted by Seller.
Ownership; Infringement. PrinterLogic represents and warrants that it is the owner of the entire right, title and interest in and to the Software, and that the use of the Software, as contemplated herein, does not conflict with, misappropriate, or infringe the rights of any third party. No lawsuits or actions have been asserted or are pending, nor has any such action been threatened, against PrinterLogic either (i) challenging or seeking to deny or restrict the use by PrinterLogic of the Software, or (ii) alleging that the use of the Software does or may conflict with, misappropriate or infringe the intellectual property rights of any third party.
Ownership; Infringement. 5.1. Licensee acknowledges the validity of the Licensed Marks and Licensor's ownership and title thereto, and agrees that any and all rights that might be acquired by use of the Licensed Marks by Licensee shall inure to the sole benefit of Licensor. Licensee further agrees not to adopt or use, claim adversely to Licensor or register in any country any trademarks, service marks, trade dress or trade names resembling or confusingly similar to any of the Licensed Marks, or any variation or derivation thereof, or any rights or interests thereto. If Licensor notifies Licensee of any such confusion or risk of confusion, Licensee agrees to immediately take appropriate steps to avoid such confusion. Licensee shall not represent in any manner that it has any ownership rights in the Licensed Marks.
Ownership; Infringement. Nothing herein shall grant to Distributor any right, title or interest in the EnteroMedics Trademarks. Distributor acknowledges EnteroMedics’ exclusive ownership of and rights in the EnteroMedics Trademarks and the validity of all registrations therefore, and agrees to take no action contrary to such ownership and rights during the Term and thereafter. Distributor will assist EnteroMedics, if requested, by providing documentation of use of the EnteroMedics Trademarks in connection with any trademark or service xxxx application. Distributor shall not attempt to register the EnteroMedics Trademarks without prior written approval from EnteroMedics. In the event that any infringement of any of EnteroMedics Trademarks shall come to Distributor’s attention, Distributor shall promptly inform EnteroMedics thereof. EnteroMedics, in its sole discretion, shall determine whether or not to initiate or pursue proceedings against any such infringer. Nothing in this Section 9 is to be construed as a representation or guarantee by EnteroMedics that Distributor’s use of EnteroMedics Trademarks in the Territory will not infringe the rights of others. If at any time during the Term Distributor challenges or assists others to challenge any EnteroMedics Trademark or the registration thereof or attempts to register any trademarks or trade names confusingly similar to the EnteroMedics Trademarks, EnteroMedics shall have the right to terminate this Agreement effective immediately upon written notice to Distributor.
Ownership; Infringement. Hanover represents and warrants to JWH that (i) it or its affiliates own or has licensed rights to intellectual property rights in the Software sufficient to grant the license in Section 1.1; (ii) the Software as provided is fully operational, performs in material compliance with its documentation and, to Hanover’s knowledge, is free of all bugs, errors, defects, viruses and other corruptants; and (iii) the use and enjoyment of the Software (as provided) by Licensees after the Effective Date in a manner consistent with past practice, to Hanover’s knowledge, will not infringe or violate the rights of any person or entity.
Ownership; Infringement. Each Seller owns all right, title and interest in and to, or has valid and sufficient licenses in, all Proprietary Rights (as defined in Exhibit A (Assets)) used in that portion of Sellers' respective businesses related to the KEYview Products conducted as of the date hereof, free and clear of all liens, claims and encumbrances (including without limitation distribution rights). The foregoing representation as it relates to Third Party Technology (as defined below) is limited to each Seller's interest pursuant to the Third Party Licenses (as defined below), all of which are valid and enforceable and in full force and effect. Upon assignment to Verity US of FTP US' right, title and interest under the Third Party Licenses that are included in the FTP US Contracts, Verity US shall have all rights to such Third Party Technology which had been granted to each Seller pursuant to such Third Party Licenses. Sellers represent and warrant that Sellers' Disclosure Schedule lists (i) all registered Copyrights (as defined in Exhibit A (Assets)); (ii) all registered Industrial Designs (as defined in Exhibit A (Assets)); (iii) all issued or pending United States, Canadian and foreign patents of FTP US included in the Patent Rights (as defined in Exhibit A (Assets)); (iv) all Trade Rights that are registered or with respect to which an application for registration has been filed and all common law Trade Rights (as defined in Exhibit A (Assets)); (v) a list of all licenses and other agreements relating to any of the Proprietary Rights; and (vi) a list of all licenses and other agreements with third parties the "Third Party Licenses") relating to any software, technology, know-how or processes of third parties that are used in or are substantially related to KEYview Products (such software, technology, know-how and processes are collectively referred to as the "Third Party Technology"). The Proprietary Rights are valid and in full force and effect and consummation of the transactions contemplated hereby will not alter or impair any such rights. No claims have been asserted against either Seller by any person: (i) challenging a Seller's use or distribution of any of the Proprietary Rights; (ii) challenging a Seller's use or distribution of the KEYpak technology under the ANE Agreement referenced in Sellers' Disclosure Schedule (the "ANE Agreement") (which agreement is being assigned to Verity US); or (iii) related to, challenging or questioning the validity, enforceability o...
