Parent IP Sample Clauses

Parent IP. 63 JAMS.........................................98

Parent IP. Subject to Section 4.17(q), it is acknowledged and agreed by the parties hereto that nothing in this Agreement requires or obligates Parent, the Surviving Corporation or any surviving Parent Subsidiary, to preserve intact, maintain in good standing or existence, or maintain the registration of, any Parent IP at any time.

Parent IP. (a) To the knowledge of Parent, with respect to Patents and Trademarks only (but without having conducted any special investigation or patent or trademark search), Parent and each of its Subsidiaries, respectively, owns or possesses sufficient legal rights to all Intellectual Property necessary for its business without any conflict with, or infringement, misappropriation or violation of, the rights of others. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is Parent bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity, other than with respect to commercially available software products under standard end-user object code license agreements. Parent has not received any communications alleging that Parent has infringed or violated or, by conducting its business, would infringe or violate any of Intellectual Property of any other person or entity. To the knowledge of Parent, no Parent employee is obligated under any Contract (including licenses, covenants, instruments or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of Parent or that would conflict with Parent’s business. Neither the execution or delivery of this Agreement, nor the carrying on of Parent’s business by the employees of Parent, nor the conduct of Parent’s business as proposed, will, to the knowledge of Parent, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any Contract, license, covenant, commitment, agreement or instrument under which any such employee is now obligated. The conduct of Parent’s business does not make use of any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by Parent that are not assigned or licensed to Parent.