PATENT, TRADEMARK AND RELATED MATTERS Sample Clauses

PATENT, TRADEMARK AND RELATED MATTERS. (a) All registered patents, patent registration applications, registered trademarks, trademark registration applications, registered service marks, service xxxx registration applications registered in the name of Xxxxx in the United States Patent and Trademark Office or any state patent or trademark registry, all material trade names used by Xxxxx and all material license agreements in which Xxxxx is the licensee at the date of this Agreement (collectively, the "Intellectual Property Rights") are listed in Section 2.12(a) of the Shareholders' Schedule. Except to the extent, if any, set forth in Section 2.12(a) of the Shareholders' Schedule, such Intellectual Property Rights are (i) in good standing, valid and adequate to permit Xxxxx to conduct its business as presently conducted, (ii) to the knowledge of Shareholders, not infringing upon any intellectual property rights of other persons and (iii) not the subject of any claims of infringement with respect to which Xxxxx has received notice.
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PATENT, TRADEMARK AND RELATED MATTERS. All of the material patents, registered trademarks, service marks and trade names owned by GBT and all material license agreements in which GBT is the licensee, at the date of this Agreement, are listed in the GBT Disclosure Schedule. Except to the extent, if any, set forth in the GBT Disclosure Schedule, such patents, trademarks, service marks, trade names and licenses (collectively, the "Intellectual Property") are, to the Company's knowledge, valid and in full force and are adequate to permit GBT to conduct its business as presently conducted, except to the extent that such failure to be valid and in full force would not have a material adverse effect on the business, financial condition or results of operations of GBT. GBT has received no written notice of any event, inquiry or investigation threatening the validity of the Intellectual Property.
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PATENT, TRADEMARK AND RELATED MATTERS. Except as set forth in the Disclosure Letter, no claims have been asserted by any person and the Company is not aware of any basis for the assertion of a claim, and neither the Company nor any of its Subsidiaries has asserted a claim against any person, with respect to any of the patents, patent rights, trademarks, trademark rights, service marks, service xxxx rights, tradenames, tradename rights copyrights, know-how, technology, trade secrets and other proprietary information (collectively the "INTELLECTUAL PROPERTY") owned or used by the Company or its Subsidiaries or challenging or questioning the validity or effectiveness of any license or agreement relating thereto to which the Company or any Subsidiary is a party. The Intellectual Property owned or used by the Company is sufficient to permit the Company and its Subsidiaries to conduct its business as presently conducted.
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PATENT, TRADEMARK AND RELATED MATTERS. All of the material patents, registered trademarks, service marks and trade names owned by MergerCo and all material license agreements in which MergerCo is the licensee, at the date of this Agreement are listed in the MergerCo Disclosure Schedule. Except to the extent, if any, set forth in the MergerCo Disclosure Schedule, such patents, trademarks, service marks, trade names and licenses (collectively, the "Intellectual Property") are, to the Company's Knowledge, valid and in full force and are adequate to permit MergerCo to conduct its business as presently conducted, except to the extent that such failure to be valid and in full force would not have a material adverse effect on the business, financial condition or results of operations of MergerCo. MergerCo has received no written notice of any event, inquiry or investigation threatening the validity of the Intellectual Property.
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PATENT, TRADEMARK AND RELATED MATTERS. All of the material patents, registered trademarks, service marks and trade names owned by XOOM and all material license agreements in which XOOM is the licensee, at the date of this Agreement are listed in the XOOM Disclosure Schedule. Except to the extent, if any, set forth in the XOOM Disclosure Schedule, such patents, trademarks, service marks, trade names and licenses (collectively, the "Intellectual Property") are, to XOOM's Knowledge, valid and in full force and are adequate to permit XOOM to conduct its business as presently conducted, except to the extent that such failure to be valid and in full force would not have a material adverse effect on the business, financial condition or results of operations of XOOM, and XOOM has received no written notice of any event, inquiry or investigation threatening the validity of the Intellectual Property.
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PATENT, TRADEMARK AND RELATED MATTERS. All of the patents, registered trademarks and service marks, trade names and licenses owned or used by the Corporation or any of its Subsidiaries are in good standing, valid and adequate to permit the Corporation and its Subsidiaries to conduct its business as presently conducted (except, in any event, where it would not have a Material Adverse Effect in respect of the Corporation). To the knowledge of the Corporation, neither the Corporation nor any of its Subsidiaries is infringing or is alleged to be infringing on the rights of any Person with respect to any patent, trademark, service mark, trade name, copyright (or any application or rxxxxtration in respect thereof), licence, discovery, improvement, process, formula, know-how, data, plan or specification where the infringement or alleged infringement could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, Data Wise Solutions Inc. (Delaware) is the owner free and clear of any Encumbrances or other restrictions of all intellectual property, including trademarks, trade names, service marks, copyrights, patents and licenses, all software (including source codes, object codes and other computer files and objects) and firmware and all hardware designs of or relating to the Tru Vu product line and has all rights to license, use, modify, fix, improve, enhance and/or create derivative works of the software and hardware of the Tru Vu product line.
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PATENT, TRADEMARK AND RELATED MATTERS. All material patents, registered trademarks, service marks and trade names owned by Vergetech and all material license agreements in which Vergetech is the licensee at the effective date of this Agreement are listed in the Vergetech Disclosure Schedule. Unless otherwise stated in the Vergetech Disclosure Schedule, such patents, trademarks, service marks, trade names and licenses (collectively, "Intellectual Property") are valid and in full force and are adequate to permit Vergetech to conduct its business as presently conducted except to the extent that such failure to be valid and in full force would not have a material adverse effect on the business, financial condition or results of operations of Vergetech. Vergetech has received no written notice of any event, inquiry or investigation threatening the validity of the Intellectual Property.
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PATENT, TRADEMARK AND RELATED MATTERS. All of the material patents, registered trademarks, service marks and trade names owned by IPVC and all material license agreements in which IPVC is the licensee, at the date of this Agreement are set forth in the SEC Reports or in the IPVC Disclosure Schedule. Except to the extent, if any, set forth in the IPVC Disclosure Schedule, such patents, trademarks, service marks, trade names and licenses (collectively, the "Intellectual Property") are, to IPVC's knowledge, valid and in full force and are adequate to permit IPVC to conduct its business as presently conducted, except to the extent that such failure to be valid and in full force would not have a material adverse effect on the business, financial condition or results of operations of IPVC, and IPVC has received no written notice of any event, inquiry or investigation threatening the validity of the Intellectual Property.
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Related to PATENT, TRADEMARK AND RELATED MATTERS

  • Covenants Regarding Patent, Trademark and Copyright Collateral (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent which is material to the conduct of such Grantor's business may become invalidated or dedicated to the public, and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.

  • Patent, Trademark, Copyright Security Agreements The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agent hereunder. In the event of any conflict between any provision in this Agreement and a provision in a Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control.

  • Trademark Use (a) Reseller acknowledges that the Vendor Trademarks are trademarks owned solely and exclusively by Vendor, and agrees to use the Vendor Trademarks only in the form and manner and with appropriate legends as prescribed by Vendor. Reseller agrees not to use any other trademark or service mark xx connection with any of the Vendor Trademarks without prior written approval of Vendor. All use of Vendor Trademarks shall inure to the benefit of Vendor.

  • Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

  • Patents and Patent Applications To the Company’s knowledge, all patents and patent applications owned by or licensed to the Company or under which the Company has rights have been duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the USPTO in connection with such applications; and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which could reasonably be expected to preclude the grant of a patent in connection with any such application or could reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.

  • Patent and Trademark Disputes Notwithstanding Section 16.2, any dispute, controversy or claim relating to the inventorship, scope, validity, enforceability or infringement of any Patents or Marks Covering the manufacture, use, importation, offer for sale or sale of Products shall be submitted to a court of competent jurisdiction in the country in which such patent or trademark rights were granted or arose.

  • Intellectual Property Claims Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Except as described on Schedule 5.9,(i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

  • Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.

  • Copyrights, Patents and Trademarks (i) To the best of each Obligor’s knowledge, each Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned.

  • Patents, Trademarks, Copyrights and Licenses All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

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