Patents and Other Proprietary Rights. The Company has sufficient title and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for the conduct of its business as now conducted and as proposed to be conducted, and such business does not and would not conflict with or constitute an infringement on the rights of others.
Patents and Other Proprietary Rights. To the Company's knowledge, except as disclosed in Schedule 4.11, the Company and Subsidiaries have rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of which the Company is aware that are necessary for its business as now conducted (collectively, "Intellectual Property Rights"). Except as disclosed in Schedule 4.11, the Company and Subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Intellectual Property Rights and none of the licenses included in the Intellectual Property Rights purport to grant sole or exclusive licenses to another entity or person, including, without limitation, sole or exclusive licenses limited to specific fields of use. To the Company's knowledge, except as disclosed in Schedule 4.11, the patents owned by the Company and Subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and Subsidiaries will be valid and enforceable, except as such invalidity or unenforceability would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affect. Except as disclosed in writing to Parent prior to the date hereof: (i) the Company has no knowledge of any infringement by any other party of any of the Intellectual Property Rights, and (ii) the Company and Subsidiaries have not entered into any agreement to indemnify any other party against any charge of infringement of any of its Intellectual Property Rights except for such matters as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Affect. To the Company's knowledge, the Company and Subsidiaries have not and do not violate or infringe any intellectual property right of any other person or entity, and the Company and Subsidiaries have not received any communication alleging that any of them violates or infringes the intellectual property right of any other person or entity, except as disclosed in writing to Parent prior to the date hereof and except for any such violations or infringements as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The Company and Subsidiaries are not subject to any pending suit for infringing any intellectual property right of another entity or person.
Patents and Other Proprietary Rights. (a) To the best of the Company’s knowledge, the Company owns, possesses, has a license to, has access to or can become licensed on reasonable terms under, all patents, patent applications, trademarks, service marks, trade names, licenses, inventions, computer software, technical information and copyrights necessary for the operation of its business as now conducted and as proposed to be conducted by the Company with no known (after reasonable inquiry) infringement of or conflict with the rights of others (nor any basis therefor).
(b) There are no outstanding options, licenses or agreements of any kind, express or implied, relating to the matters listed in subsection 3.9(a), above, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity.
(c) The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or any proprietary rights of any other person or entity.
(d) The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants 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 commercially reasonable efforts to promote the interests of the Company or that would conflict with the Company’s business as presently conducted.
(e) Neither the execution and delivery by the Company of this Agreement or the Transaction Documents to which Company is a party, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of Company’s business as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated.
(f) The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.
Patents and Other Proprietary Rights. Except as is otherwise expressly provided in writing in the Agreement, UNDP shall be entitled to all intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and trademarks, with regard to products, processes, inventions, ideas, know-how, or documents and other materials which the Innovator has developed for UNDP under the Agreement and which bear a direct relation to or are produced or prepared or collected in consequence of, or during the course of, the performance of the Agreement. The Innovator acknowledges and agrees that such products, documents and other materials constitute works made for hire for UNDP. Notwithstanding the forgoing, the UNDP hereby grants the Innovator a world-wide, non-exclusive, non-transferable, and royalty-free license to use the intellectual property or other proprietary rights arising from the Innovator’s activities under the Project. “
Patents and Other Proprietary Rights. Except as is otherwise expressly provided in writing in the Contract, the UPU shall be entitled to all intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and trademarks, with regard to products, processes, inventions, ideas, know-how, or documents and other materials which the Contractor has developed for the UPU under the Contract and which bear a direct relation to or are produced or prepared or collected in consequence of, or during the course of, the performance of the Contract. The Contractor acknowledges and agrees that such products, documents and other materials constitute works made for hire for the UPU.
Patents and Other Proprietary Rights. To the knowledge of the Seller: (i) the Company has sufficient title and ownership of all patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for its business as now conducted, and as proposed to be conducted, and (ii) the use thereof does not, and will not, conflict with or constitute an infringement of the rights of others.
Patents and Other Proprietary Rights. Parent and its subsidiaries have rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, and other proprietary rights and processes of which the Parent is aware that are material to its business as now conducted (collectively the "Parent Intellectual Property Rights"). Except for such matters as would not, individually or in the aggregate, have a material adverse effect on Parent, (a) Parent and its subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Parent Intellectual Property Rights and none of the licenses included in the Parent Intellectual Property Rights purports to grant sole or exclusive licenses to another person, including, without limitation, sole or exclusive licenses limited to specific fields of use. To the best of Parent's knowledge, the patents owned by Parent and its subsidiaries are valid and enforceable and any patent issuing from patent applications of Parent and its subsidiaries will be valid and enforceable, except as such invalidity or unenforce ability would not, individually or in the aggregate, have a material adverse effect on Parent. Parent has no knowledge of any infringement by any other person of any of the Parent Intellectual Property Rights, and Parent and its subsidiaries have not, to Parent's knowledge, entered into any agreement to indemnify any other party against any charge of infringement of any of the Parent Intellectual Property Rights, except for such matters as would not, individually or in the aggregate, have a material adverse effect on Parent. To the best of Parent's knowledge, Parent and its subsidiaries have not and do not violate or infringe any intellectual property right of any other person, and neither Parent nor any of its subsidiaries have received any communication alleging that it violates or infringes the intellectual property right of any other person, except for such matters as would not, individually or in the aggregate, have a material adverse effect on Parent. Except for such matters as would not, individually or in the aggregate, have a material effect on Parent, Parent and its subsidiaries have not been sued for infringing any intellectual property right of another person. None of the Parent Intellectual Property Rights or other know-how relating to the business of Parent and its subsidiaries, the value of which to Parent is contingent upon maintenance of the confidentiality t...
Patents and Other Proprietary Rights. (i) Each of the Company and its Subsidiary has entered into agreements with each of its officers, employees and consultants involved in research and development work, including development of the Company’s and its Subsidiary’s products and technology providing the Company or its Subsidiary, to the extent permitted by law, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by such person, solely or jointly with other of such persons, during the period of employment by the Company or its Subsidiary. The Company is not aware that any of its or its Subsidiary’s employees or consultants is in violation thereof.¶
(ii) To the knowledge of the Company, the Company or its Subsidiary owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, trade secrets, service marks, trade names, copyrights, inventions, drawings, designs, customer lists, proprietary know-how or information, or other rights with respect thereto (collectively referred to as “Company Proprietary Rights”), used in the business of the Company or its Subsidiary, and the Company Proprietary Rights are to the knowledge of the Company sufficient to conduct its or its Subsidiary’s business as it has been conducted and is now being conducted, without any known conflicts with, or infringement of, the rights of others.¶
(iii) To the knowledge of the Company, there are no facts or alleged facts which would reasonably serve as a basis for any claim that the Company or its Subsidiary does not have the right to use, free of any rights or claims of others, all Company Proprietary Rights in the development, manufacture, use, sale or other disposition of any or all products or services presently used, furnished or sold in the business of the Company or its Subsidiary, subject to the terms, conditions and restrictions in any license agreement related to any Company Proprietary Rights.¶
(iv) Neither the Company nor its Subsidiary has received any written communications alleging that the Company or its Subsidiary has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets or other proprietary rights or processes of any other person or entity
Patents and Other Proprietary Rights. The Company has sufficient title and ownership of all Proprietary Rights (as defined below) necessary for its business as now conducted without any conflict with or infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the Company's Proprietary Rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Proprietary Rights of any other person or entity, that prevent the Company from carrying out its business as it is now conducted. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate the Proprietary Rights of others. Proprietary Rights shall mean patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes.
Patents and Other Proprietary Rights. Except as is otherwise expressly provided in writing in the Agreement/Contract, UN-Habitat shall be entitled to all intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and trademarks, with regard to products, processes, inventions, ideas, know-how, or documents and other materials which the Cooperating Entity/Contractor has developed for UN-Habitat under the Agreement/Contract and which bear a direct relation to or are produced or prepared or collected in consequence of, or during the course of, the performance of the Agreement/Contract, and the Cooperating Entity/Contractor acknowledges and agrees that such products, documents and other materials constitute works made for hire for UN-Habitat.
