Patents, Copyrights, Trademarks, Etc. The Borrower and each of the Subsidiaries possesses or has the right to use all of the patents, trademarks, trade names, service marks and copyrights, and applications therefor, and all technology, know-how, processes, methods and designs used in or necessary for the conduct of its business, without known conflict with the rights of others. All such licenses, patents, trademarks, trade names, service marks and copyrights, and applications therefor existing on the date hereof are listed on Exhibit 8.21.
Patents, Copyrights, Trademarks, Etc. (a) Nanotailor owns all patents or rights to use patents on a basis described in Schedule 3.10, trademarks and copyrights, if any, necessary to conduct the Business, or possesses adequate licenses or other rights, if any, therefore, to the best of Nanotailor’s knowledge and belief, without conflict with the rights of others. Schedule 3.10 attached hereto is a true and correct description of the following (together with the Intellectual Property, the "Proprietary Rights"):
(i) All trademarks, trade names, service marks and other trade designations, including common-law rights, registrations and applications therefore, and all patents, copyrights and applications currently owned, in whole or in part, by the Company, and all licenses, royalties, assignments and other similar agreements relating to the foregoing to which Nanotailor is a party (including expiration dates if applicable); and
(ii) All agreements relating to technology, know-how or processes that Nanotailor is licensed or authorized to use by others, or which it licenses or authorizes others to use.
(b) Except as specified, Nanotailor has the sole and exclusive right to use the Proprietary Rights identified in Schedule 3.10 in the United States. To the best of Nanotailor’s knowledge and belief, Nanotailor has the right to use the Proprietary Rights without infringing or violating the rights of any third parties. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any such license or agreement, and Nanotailor does not know of any valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
(c) Nanotailor has no knowledge of any claim that, or inquiry as to whether, any product, activity or operation of Nanotailor infringes upon or involves, or has resulted in the infringement of, any Proprietary Right of any other person, corporation or other entity; and, to the best of Nanotailor’s knowledge and belief, no proceedings have been instituted, are pending or are threatened which challenge the rights of Nanotailor with respect thereto. Nanotailor has not given and is not bound by any agreement of indemnification for any Proprietary Right as to any property manufactured, used or sold by Nanotailor.
Patents, Copyrights, Trademarks, Etc. The Borrower and each of the Subsidiaries possesses or has the right to use all of the patents, trademarks, trade names, service marks and copyrights, and applications therefor, and all technology, know-how, processes, methods and designs used in or necessary for the conduct of its business, without known conflict with the rights of others, except to the extent that the failure to so obtain or apply could be expected not to have a Material Adverse Effect on the Borrower, any Subsidiary or the Collateral. All such licenses, patents, trademarks, trade names, service marks and copyrights, and applications therefor existing on the date hereof are listed on EXHIBIT 8.21.
Patents, Copyrights, Trademarks, Etc. Seller owns or possesses licenses or other rights to use all patents, copyrights, trademarks, service marks, service names, trade names, brand names, trade dress, packaging, promotional material and advertising that are required to conduct its Business as it is presently operated. A list of such patents, copyrights, and other items described above is set forth in Schedule 7.3.5. Seller knows of no adverse claims, liens, charges or encumbrances of any kind affecting the items described in Schedule 7.3.5. Seller represents and warrants that it is not infringing upon or otherwise acting adversely to any copyrights, trademarks, trademark rights, service marks, service names, trade names, brand names (whether registered or unregistered), patents, patent rights, licenses or trade secrets, permits, approvals or consents, trade dress, packaging, promotional material or advertising owned or obtained by any other person or persons, and there is no claim or action by any such person pending or, to the knowledge of Seller, threatened with respect thereto or with respect to the rights of Seller in any confidential information or trade secrets used in the conduct of its Business.
Patents, Copyrights, Trademarks, Etc. Set forth in Schedule 1.1.3 is a list and brief description or identification of all patents, patents pending, patent applications, patent assignments, copyrights, trademarks, trade names, trade secrets, and other intellectual property and licenses of same (including the Intellectual Property) which are currently used in the Business or owned by or registered in the name of Seller or in which Seller has any rights. Seller owns or possesses adequate title, license, or other right to use all patents, patents pending, patent applications, patent assignments, copyrights, trademarks, trade names, trade secrets, know-how, inventions, designs, specifications, formulae, processes, and other intellectual property (including the Intellectual Property) necessary to conduct the Business as now conducted without interference with or infringement on the rights of others. All such title, licenses, or other rights are transferable by Seller, and Seller will transfer such title, license, or other right to Buyer in connection herewith. To the best of Seller Parties’ knowledge, no one is currently infringing on or interfering with, or has in the past infringed on or interfered with, the rights of Seller with respect to such intellectual property to be transferred hereunder.
Patents, Copyrights, Trademarks, Etc. Except as expressly set forth in Section 7(a)(24) of the DISCLOSURE SCHEDULE, to the Knowledge of DPI and Flare, the present conduct of the respective businesses of DPI and Flare do not conflict with, infringe upon or violate the patents, trademarks, servicemarks, trade names, copyrights or trade secrets or other intangible assets of any other person or entity, and neither DPI or Flare has received any notice of any infringement thereof, except where such conflicts, infringements and violations would not, either individually or in the aggregate, have a Material Adverse Effect.
Patents, Copyrights, Trademarks, Etc. Xxxxxx Xxxxxx has good and marketable title to all patents, patent applications,
Patents, Copyrights, Trademarks, Etc. Any patents, patent applications, inventions, technological innovations, copyrights, copyrightable works, developments, discoveries, designs, and processes which Employee during the period he is employed by the Company under this Agreement conceives of, or relating to the fields in which the Company may then be engaged or contemplates (as demonstrated by the records of the Company), being engaged in (“Inventions”) shall be the exclusive property of the Company except for Publications whose copyright shall remain with Employee and to which the Company shall have the exclusive right of use subject to the payment of compensation to Employee stated in paragraph 3.D.5 of this Agreement. As soon as Employee owns, conceives of, or develops any Such Invention, he agrees immediately to communicate such fact in writing to the general counsel or the Secretary of the Company, and without further compensation, but at the Company’s expense (except as noted in clause (A) of this Section 7), forthwith upon request of the Company, Employee shall execute all such assignments and other documents (including applications for patents, copyrights, trademarks, and assignments thereof) and take all such other action as the Company may reasonably request in order:
(A) to vest in the Company all Employee’s right, title, and interest in and Such Inventions, and
(B) if patentable or copyrightable, to obtain patents or copyrights including extensions and renewals) therefor in any and all countries in such name as the Company shall determine.
Patents, Copyrights, Trademarks, Etc. Dayhill has good and marketable title to all patents, patent applications, copyrights, trademarks and trade names, brand names, proprietary and other technical information, technology, inventions, discoveries, improvements, processes, know-how, formulae, drawings, specifications, production data, trade secrets and computer software and programs, and licenses thereof, which are necessary for the operation of their businesses as presently conducted and as proposed to be conducted, a true and complete list of which is included in Part L of the Schedule and there are no claims or proceedings threatened or pending against Dayhill asserting that Dayhill is infringing any such intellectual property rights of any other person.
Patents, Copyrights, Trademarks, Etc. Except as expressly set forth in Section 9(r) of the Disclosure Schedule, to the Seller's knowledge, the present conduct of business with respect to the Assets does not conflict with, infringe upon or violate the patents, trademarks, servicemarks, trade names, copyrights or trade secrets or other intangible assets of any other person or entity, and Seller has not received any notice of any infringement thereof, except where such conflicts, infringements and violations would not, either individually or in the aggregate, have a Material Adverse Effect.
