Patents and Patent Rights Sample Clauses

Patents and Patent Rights. There are no patents, applications for patent or inventions applicable to or used by the Seller in the operation of the Seller's Business. Except as disclosed in SCHEDULE 3(j), to the Knowledge of the Seller, the manufacture, use or sale of the Seller's Products do not violate or infringe on any patent or any proprietary or personal right of any person or firm.

Patents and Patent Rights. (a) Borrower will not waive or modify, and will use all commercially reasonable efforts to not suffer the waiver or modification of, any legal rights of a material nature arising out of or relating to the Patent Rights without the express prior written consent of Lender. (b) Borrower will advise Lender in writing of any changes in Borrower’s state of organization, places of business or the opening of any new place of business ten (10) days prior to the occurrence thereof or, if Borrower shall have failed to deliver such writing timely, in any event not later than the date of such change. (c) Except as otherwise permitted by this Agreement (including, without limitation, Section 7.5 hereof), Borrower will pay when due all taxes, license fees, maintenance fees and assessments relating to the Collateral. (d) Borrower will be liable to Lender for (and shall pay within fifteen (15) days of delivery by Lender of any demand or invoice for) any reasonable expenditures by Lender in connection with (i) the maintenance and preservation of the Collateral, including, but not limited to, taxes, recording fees, appraisal fees, certificate of title charges, recording and filing fees (including Uniform Commercial Code financing statement fees, taxes (including documentary stamps) and search fees), fees arising out of or relating to the Patent Rights, the reasonable fees and disbursements of Lender’s outside counsel, levies, insurance and repairs; and (ii) in addition to damages for breach of warranty, misrepresentation, or breach of covenant by Borrower, the enforcement of this Agreement and the Loan Documents as a result of such breach or misrepresentation, including, but not limited to, the repossession, holding, preparation for sale, and the sale of the Collateral (including attorneys’ and accountants’ fees and expenses), and all such liabilities shall be included in the definition of Obligations, shall be secured by the security interest granted herein, and shall be payable upon demand. (e) Borrower hereby authorizes the filing of Financing Statements pursuant to the Uniform Commercial Code as enacted in the states where such Financing Statements are required, or are deemed by Lender as desirable, and any other documents required by Lender, to perfect or maintain the security interest granted herein in the Collateral or to effect the purposes of this Agreement. Borrower further authorizes the filing of any statement or instrument with the United States Patent Office th...

Patents and Patent Rights. Section 4.15 of the Disclosure Schedule sets forth a complete list of all patents, inventions, industrial models, processes, designs, and applications for patents owned by the Company as of the Closing Date or in which the Company has any rights, licenses, or immunities as of the Closing Date, including any application or registration number thereof. The patents and applications listed in Section 4.15 of the Disclosure Schedule are all of the patents necessary for the Company to conduct its business as presently conducted. The patents and applications for patents listed in Section 4.15 of the Disclosure Schedule are valid and in full force and effect and are not subject to any taxes, maintenance fees, or actions falling due within 120 days after the Closing Date. There have not been any interference actions or other judicial, arbitration, or other adversary proceedings concerning the patents or applications for patents listed in Section 4.15 of the Disclosure Schedule. Each patent application is awaiting action by its respective patent office. The manufacture, use, importation, or sale of the inventions, models, designs, and systems covered by the patents and applications for patents listed in Section 4.15 of the Disclosure Schedule do not violate or infringe on any patent or any proprietary or personal right of any person, firm, or corporation, and the Company has not infringed and is not now infringing on any patent or other right belonging to any person, firm, or corporation. All of the Company’s employees and any other persons who, either alone or in concert with others, developed, invented, discovered, derived, programmed, or designed any portion of the intellectual property used in or related to the Company’s business, or who have knowledge of or access to information relating to them, have assigned to the Company any interest they may have in the intellectual property and have entered into written agreements acknowledging that the intellectual property is the sole property of the Company, is proprietary and is not to be divulged to any other person or entity. To the Knowledge of PMC and Shareholder, the Company does not employ or use the services of any person in a manner which violates any non-competition or non-disclosure agreement which such person entered into in connection with any former employment.

Patents and Patent Rights. All patents and applications for patents listed in Schedule 2.18 are valid and in full force and effect and are not subject to any taxes, maintenance fees or actions falling due within ninety (90) days after the Closing Date. Except as set forth in Schedule 2.18, there have been no interference actions or other judicial, arbitration, or other adversary proceedings concerning the patents or applications for patents. The manufacture, use, or sale of the inventions, models, designs, and systems covered by the patents and applications for patents do not violate or infringe on any patent or any proprietary right of any person, firm, or corporation; Seller has not infringed and is not now infringing on any patent or other right belonging to any person, firm, or corporation. Except as set forth in Schedule 2.18, Seller is not a party to any license, agreement or arrangement, whether as licensee, licensor, or otherwise, with respect to any patent, application for patent, inventions, design, model, process, trade secret, or formula. Seller has the right and authority to use and to transfer to Buyer such inventions, trade secrets, processes, models, designs and formulae as are necessary to enable it to conduct and to continue to conduct all phases of the Business, and that use does not, and will not, conflict with, infringe on, or violate any patent or other rights of others.

Patents and Patent Rights. SCHEDULE 6.11 to this Agreement is a complete schedule of all patents, inventions, industrial models, processes, designs, formulas and applications for patents owned by Seller or in which Seller has any rights, licenses or immunities relating to its EDI business ("Intellectual Properties") The patents and applications for patents listed in SCHEDULE 6.11 are valid and in full force and effect and are not subject to any taxes, maintenance fees or actions falling due within 90 days after the Closing Date. Except as set forth in SCHEDULES 6.11 or 6.20, there have not been any administrative, judicial, arbitration, or other adversary proceedings concerning the Intellectual Properties listed in SCHEDULE 6.11. Each patent application is awaiting action by its respective patent office except as otherwise indicated in SCHEDULE 6.11. To the Knowledge of Seller, the manufacture, use or sale of the inventions, models, designs and systems covered by the Intellectual Properties listed in SCHEDULE 6.11 do not violate or infringe on any patent or any proprietary or personal right of any person, firm or corporation, and Seller, to its Knowledge, has not infringed and is not now infringing on any patent or other right belonging to any person, firm or corporation. Except as set forth in SCHEDULE 6.11, Seller is not a party to any license, agreement or arrangement, whether as licensee, licenser or otherwise, with respect to any patent, application for patent, invention, design, model, process, trade secret or formula. relating to its EDI business. Seller has the right and authority to use such inventions, trade secrets, processes, models, designs and formulas as are necessary to enable it to conduct and to continue to conduct all phases of its EDI business in the manner presently conducted, and such use does not and will not conflict with, infringe or violate any patent or other rights of others.

Patents and Patent Rights. SCHEDULE 6.11 to the Agreement is a complete schedule of all patents, inventions, industrial models, processes, designs, formulas and applications for patents ("Intellectual Properties") owned by Key or in which Key has any rights or licenses. The patents and applications for patents listed in SCHEDULE 6.11 are valid and in full force and effect and are not subject to any taxes, maintenance fees or actions falling due within ninety (90) days after the Closing. Except as set forth in SCHEDULE 6.11 or 6.20, there have not been any administrative, judicial, arbitration, or other adversary proceedings concerning the Intellectual Properties listed in SCHEDULE 6.11. Each patent application is awaiting action by its respective patent office except as otherwise indicated in SCHEDULE 6.

Patents and Patent Rights. The Company does not own any United States or foreign patents or pending applications for patents claiming any invented devices, processes, designs, computer programs, formulas, methodologies, compositions of matter or any other subject matter which may be patentable under the patent laws of the United States or any other country of the world ("Inventions"). The Company has never been, nor is it presently, licensed under any patent belonging to another person, firm or corporation to make, use or sell, or otherwise practice, any Invention, including computer software, claims in any such patent (except, possibly Commercially Available Vendor Software which may be protected by patents owned by the vendors thereof). To the current actual knowledge of the Shareholders, there is nothing that the Company makes, uses, sells or does, or which the Company has heretofore made, used, sold or done, in the conduct of its business, which has heretofore infringed, or which presently infringes, any patent or other proprietary right of another person, firm or corporation relating to an Invention. Selling Parties further represent and warrant that they have received no notice from any other person, firm or corporation claiming that something which the Company is making, using, selling or doing in the conduct of its business is in conflict with, infringes or violates any patent or other proprietary right relating to an Invention of the person, firm or corporation giving such notice.

Patents and Patent Rights. 6 (k) Identification of Employees and Compensation. ..................6 (l) Compliance with Laws. ..........................................6 (m) Consents. ......................................................6 (n)

Patents and Patent Rights. SCHEDULE 7.11 to this Agreement is a complete

Patents and Patent Rights. The Contractor shall indemnify and hold the County harmless from all claims and actions due to any actual or asserted infringement upon patent rights in any equipment, material, or process used by Contractor in connection with this Contract.