Common use of Patents, Licenses, etc Clause in Contracts

Patents, Licenses, etc. The Company or one of its Subsidiaries owns, free and clear of all encumbrances, restrictions, liens, security interests and charges, and have good and marketable title to, or hold adequate licenses or otherwise possess all such rights as are necessary to use all patents (and applications therefor), patent disclosures, trademarks, service marks, trade names, copyrights (and applications therefor), inventions, discoveries, processes, know-how, scientific, technical, engineering and marketing data, formulae and techniques used or proposed to be used, in or necessary for the conduct of its business as now conducted or as proposed to be conducted (collectively, "Intellectual Property"). Neither the Company nor any of its Subsidiaries has received notice nor otherwise has reason to know of any conflict or alleged conflict with the rights of others pertaining to the Intellectual Property described in this Section 4.17 where the effect of such conflict could have a Material Adverse Effect. To the Company's best knowledge, the Company's business, as presently conducted and as proposed to be conducted, does not infringe upon or violate any patent rights or trade secrets of others. To the Company's best knowledge, the Company and its Subsidiaries have the right to use all trade secrets, processes, customer lists and other rights incident to their respective businesses as now conducted or as proposed to be conducted. To the Company's best knowledge, no employee of the Company or any of its Subsidiaries has violated any employment agreement or proprietary information agreement which he had with a previous employer or any patent policy of such employer, or is a party to or threatened by any litigation concerning any patents, trademarks, trade secrets, service names, trade names, copyrights, licenses and the like.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Coventry Corp), Securities Purchase Agreement (Warburg Pincus Ventures Lp), Securities Purchase Agreement (Coventry Corp)

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Patents, Licenses, etc. The (i) Except as described in the 1998 Form 10-KSB and except with respect to the security interest granted to Royal Bank of Canada by Sonus-Canada Ltd., the Company or one of its Subsidiaries owns, free and clear of all encumbrances, restrictions, liens, security interests and charges, and have has good and marketable title to, or hold holds adequate licenses or otherwise possess possesses all such rights as are necessary to use all patents (and applications therefor), patent disclosures, trademarks, service marks, trade names, copyrights (and applications therefor), integrated circuit topographies, inventions, discoveries, processes, know-how, scientific, technical, engineering and marketing data, formulae and techniques used or proposed to be used, in or necessary for the conduct of its business as now conducted or as proposed to be conducted (collectively, "Intellectual Property"). . (ii) Neither the Company nor any of its Subsidiaries has received notice nor otherwise has reason to know of any conflict or alleged conflict with the rights of others pertaining to the Intellectual Property described in this Section 4.17 3(o) where the effect of such conflict could have a Material Adverse Effect. To the Company's best knowledge, the Company's business, as presently conducted and as proposed to be conducted, does not infringe upon or violate any patent rights or trade secrets of others. To the Company's best knowledge, the Company and its Subsidiaries have the right to use all trade secrets, processes, customer lists and other rights incident to their respective businesses as now conducted or as proposed to be conducted. . (iii) To the best knowledge of the Chief Executive Officer and the acting Chief Financial Officer and Chief Operating Officer of the Company's best knowledge, no employee of the Company or any of its Subsidiaries has violated any employment agreement or proprietary information agreement which he or she had with a previous employer or any patent policy of such employer, or is a party to or threatened by any litigation concerning any patents, trademarks, trade secrets, service names, trade names, copyrights, licenses and the like.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sonus Corp), Securities Purchase Agreement (Warburg Pincus Ventures Lp)

Patents, Licenses, etc. The Except as provided on Schedule 3.16, the Company or one of its Subsidiaries subsidiaries owns, free and clear of all encumbrances, restrictions, liens, security interests and charges, and have good and marketable title to, or hold adequate licenses or otherwise possess all such rights as are necessary to use all patents (and applications therefor), patent disclosures, trademarks, service marks, trade names, copyrights (and applications therefor), inventions, discoveries, processes, know-how, scientific, technical, engineering and marketing data, computer software, formulae and techniques used or proposed to be used, in or necessary for the conduct of its business as now conducted or as proposed to be conducted (collectively, "Intellectual Property"). Neither the Company nor any of its Subsidiaries subsidiaries has received notice nor otherwise has reason to know of any conflict or alleged conflict with the rights of others pertaining to the Intellectual Property described in this Section 4.17 where the effect of such conflict could have a Material Adverse Effect3.16. To the Company's best knowledge, the The Company's business, as presently conducted and as proposed to be conducted, does not infringe upon or violate any patent rights or trade secrets of others. To the Company's best knowledge, the The Company and its Subsidiaries subsidiaries have the unrestricted right to use use, free and clear of any rights or claims of others, all trade secrets, processes, customer lists and other rights incident to their respective businesses as now conducted or as proposed to be conducted. Except as provided for on Schedule 3.16, neither the Company nor any of its subsidiaries is currently obligated or under any existing liability to make royalty or other payments to any owner of, licensor of, or other claimant to, any patent, trademark, service names, trade names, copyrights, or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or as proposed to be conducted, or otherwise. To the Company's best knowledge, no employee of the Company or any of its Subsidiaries subsidiaries has violated any employment agreement or proprietary information agreement which he had with a previous employer or any patent policy of such employer, or is a party to or threatened by any litigation concerning any patents, trademarks, trade secrets, service names, trade names, copyrights, licenses and the like.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Annuity & Life Re Holdings LTD), Securities Purchase Agreement (Exel LTD)

Patents, Licenses, etc. The Except as provided on Schedule 3.16, the Company or one of its Subsidiaries subsidiaries owns, free and clear of all encumbrances, restrictions, liens, security interests and charges, and have good and marketable title to, or hold adequate licenses or otherwise possess all such rights as are necessary to use all patents (and applications therefor), patent disclosures, trademarks, service marks, trade names, copyrights (and applications therefor), inventions, discoveries, processes, know-how, scientific, technical, engineering and marketing data, computer software, formulae and techniques used or proposed to be used, in or necessary for the conduct of its business as now conducted or as proposed to be conducted (collectively, "Intellectual Property"). Neither the Company nor any of its Subsidiaries subsidiaries has received notice nor otherwise has reason to know of any conflict or alleged conflict with the rights of others pertaining to the Intellectual Property described in this Section 4.17 where the effect of such conflict could have a Material Adverse Effect3.16. To the Company's best knowledge, the The Company's business, as presently conducted and as proposed to be conducted, does not infringe upon or violate any patent rights or trade secrets of others. To the Company's best knowledge, the The Company and its Subsidiaries subsidiaries have the unrestricted right to use use, free and clear of any rights or claims of others, all trade secrets, processes, customer lists and other rights incident to their respective businesses as now conducted or as proposed to be conducted. Except as provided for on Schedule 3.16, neither the Company nor any of its subsidiaries is currently obligated or under any existing liability to make royalty or other payments to any owner of, licensor of, or other claimant to, any patent, trademark, service names, trade names, copyrights, or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or as proposed to be conducted, or otherwise. To the Company's best knowledge, no employee of the Company or any of its Subsidiaries subsidiaries has violated any employment agreement or proprietary information agreement which he had with a previous employer or any patent 17 policy of such employer, or is a party to or threatened by any litigation concerning any patents, trademarks, trade secrets, service names, trade names, copyrights, licenses and the like.

Appears in 1 contract

Samples: Securities Purchase Agreement (Annuity & Life Re Holdings LTD)

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Patents, Licenses, etc. The Company or one of its Subsidiaries owns, free and clear of all encumbrances, restrictions, liens, security interests and charges, and have has good and marketable title to, or hold holds adequate licenses or otherwise possess possesses all such rights as are necessary to use all patents (and applications therefor), patent disclosures, trademarks, service marks, trade names, copyrights (and applications therefor), inventions, discoveries, processes, know-how, scientific, technical, engineering and marketing data, formulae and techniques used or proposed to be used, in or necessary for the conduct of its business as now conducted or as proposed to be conducted (collectively, "Intellectual PropertyINTELLECTUAL PROPERTY"). Neither the Company nor any of its Subsidiaries has received notice nor otherwise has reason to know knowledge of any conflict or alleged conflict with the rights of others pertaining to the Intellectual Property described in this Section 4.17 where the effect of such conflict could have a Company Material Adverse Effect. To the Company's best knowledge, the Company's business, as presently conducted conducted, and as proposed to be conducted, does not infringe upon or violate any patent rights rights, copyrights, marks, names, trade names or trade secrets of others. To the Company's best knowledge, the Company and its Subsidiaries have the right to use all trade secrets, processes, customer lists and other rights incident to their respective businesses as now conducted or as proposed to be conducted. To the Company's best knowledge, no employee of the Company or any of its Subsidiaries has violated any employment agreement, non-compete agreement or proprietary information agreement which he or she had with a previous employer or other person, or any patent intellectual property policy of such employer, or is a party to or threatened by any litigation concerning any patents, trademarksmarks, trade secrets, service names, trade names, copyrights, licenses and the like.

Appears in 1 contract

Samples: Merger Agreement (Hauser Chemical Research Inc)

Patents, Licenses, etc. The Company or one of its Subsidiaries owns, free and clear of all encumbrances, restrictions, liens, security interests and charges, and have has good and marketable title to, or hold holds adequate licenses or otherwise possess possesses all such rights as are necessary to use all patents (and applications therefor), patent disclosures, trademarks, service marks, trade names, copyrights (and applications therefor), inventions, discoveries, processes, know-how, scientific, technical, engineering and marketing data, formulae and techniques used or proposed to be used, in or necessary for the conduct of its business as now conducted or as proposed to be conducted (collectively, "Intellectual Property"). Neither the Company nor any of its Subsidiaries has received notice nor otherwise has reason to know knowledge of any conflict or alleged conflict with the rights of others pertaining to the Intellectual Property described in this Section 4.17 where the effect of such conflict could have a Company Material Adverse Effect. To the Company's best knowledge, the Company's business, as presently conducted conducted, and as proposed to be conducted, does not infringe upon or violate any patent rights rights, copyrights, marks, names, trade names or trade secrets of others. To the Company's best knowledge, the Company and its Subsidiaries have the right to use all trade secrets, processes, customer lists and other rights incident to their respective businesses as now conducted or as proposed to be conducted. To the Company's best knowledge, no employee of the Company or any of its Subsidiaries has violated any employment agreement, non-compete agreement or proprietary information agreement which he or she had with a previous employer or other person, or any patent intellectual property policy of such employer, or is a party to or threatened by any litigation concerning any patents, trademarksmarks, trade secrets, service names, trade names, copyrights, licenses and the like.

Appears in 1 contract

Samples: Merger Agreement (Zuellig Group N a Inc)

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