Patents, Trade Names, Trademarks and Copyrights. All patents, patent applications, trade names, registered or common law trademarks, trademark applications and copyrights owned by or licensed to Company are listed in the Financial Statement, and as and to the extent indicated in the Financial Statement have been duly registered in, filed in the corresponding offices of other countries or other jurisdictions and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in each such country or other jurisdictions, as and to the Seller’s knowledge, use of said patents, trade names, trademarks or copyrights does not require the consent of any third party and the same are freely transferable and are owned exclusively by Company free and clear of any attachments, liens, encumbrances or adverse claims. No outstanding order, decree, judgment or stipulation, and no proceeding charging Company with infringement of any adversely held patent, trade name, trademark or copyright has been filed or, to the Seller’s knowledge, is threatened to be filed. The Company does not currently use or rely upon any third party patent, trade name, trademark or copyright in order to conduct its business as presently being conducted. To the Seller’s knowledge, the Company has the right to use, free and clear of any claims or rights of any third party, all trade secrets, customer lists, know‑how and any other confidential information required for or used in the marketing of all products being sold by Company, including, without limitation, any products licensed by Company from others. To the Seller’s knowledge, the Company is not in any way making any unlawful or wrongful use of any trade secrets, customer lists, know‑how or any other confidential information of any third party, including, without limitation, any former employer of any present or past employee of Company. Neither the Seller nor, to the Seller’s knowledge, any officer, director or key employee (which shall mean any person at or above the office of Vice President) of the Company is a party to any non‑competition agreement, non‑disclosure agreement, or similar agreement with any third party.
Appears in 1 contract
Patents, Trade Names, Trademarks and Copyrights. All patents, patent applications, trade names, registered or common law trademarks, trademark applications and copyrights owned by or licensed to Company are listed in the Financial StatementSchedule of Patents, Trademarks and Copyrights attached hereto as Schedule 3.10 and to the extent indicated in the Financial Statement have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other countries countries, states or other jurisdictions to the extent all patents, patent applications, trade names, registered or common law trademarks, trademark applications and copyrights owned by or licensed to Company are listed in the Schedule of Patents, Trademarks and Copyrights attached hereto as Schedule 3.10 and have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other countries, states or other jurisdictions to the extent set forth on said Schedule 3.10, and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and each such country country, state or other jurisdictions, . Except as and to the Seller’s knowledgeset forth in said Schedule 3.10, use of said patents, trade names, trademarks or copyrights does not require the consent of any third party and the same are freely transferable (except as otherwise provided by applicable law or in Schedule 3.10) and are owned exclusively by Company free and clear of any attachments, liens, encumbrances or adverse claims. No outstanding order, decree, judgment or stipulation, and no proceeding charging Company with infringement of any adversely held patent, trade name, trademark or copyright has been filed or, to the Sellerbest of the Company’s knowledge, is threatened to be filedfiled and the continuing conduct of the business of Company will not result in the infringement of any patents, patent applications, trade names, trademarks, copyrights or other rights owned by or owed to any third party. The Except as specifically disclosed in Schedule 3.10, the Company has not used and does not currently need to use or rely upon any third party patent, trade name, trademark or copyright in order to conduct its business as presently being conducted or presently contemplated to be conducted. To the Seller’s knowledge, the The Company has the right to use, free and clear of any claims or rights of any third party, all trade secrets, customer lists, know‑how manufacturing processes, secret processes, know-how and any other confidential information required for or used in the manufacture or marketing of all products either being sold or manufactured by Company, including, without limitation, any products licensed by Company from others. To the Seller’s knowledge, the The Company is not in any way making any unlawful or wrongful use of any trade secrets, customer lists, know‑how manufacturing processes, secret processes, know-how or any other confidential information of any third party, including, without limitation, any former employer of any present or past employee of Company. Neither the Seller Sellers nor, to the Seller’s best of Seller knowledge, any officer, director or key employee (which shall mean any person at or above the office of Vice President) ), of the Company is a party to any non‑competition non-competition agreement, non‑disclosure non-disclosure agreement, or similar agreement with any third party.
Appears in 1 contract
Samples: Contribution Agreement (KOLABORATION VENTURES Corp)
Patents, Trade Names, Trademarks and Copyrights. All patents, patent applications, trade namesservice marks, registered or common law trademarks, trademark applications and copyrights owned by or licensed of Seller referred to Company are listed in the Financial Statement, and as and to the extent indicated in the Financial Statement Disclosure Documents have been duly registered in, filed in or issued by the United States Patent Office, the United States Register of Copyrights or the corresponding offices of the other countries or other jurisdictions indicated, and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and each such country and are either owned by Seller or other jurisdictionslicensed to Seller under license agreements, copies of which will be supplied to Buyer upon request. Seller represents and warrants that, except as and set forth in the Disclosure Documents:
(a) to the best of Seller’s 's knowledge, use no other person has an interest in or right or license to use, or the right to license others to use, any of said patents, patent applications, trade names, service marks, registered trademarks, trademark applications, or copyrights;
(b) there are no material claims or demands of any other person pertaining thereto, and no proceedings have been instituted, or are pending or, to the best of its knowledge, threatened, which challenge the rights of Seller in respect thereof;
(c) to the best of Seller's knowledge, none of the said patents, trade names, service marks, trademarks or copyrights does not require the consent of is being infringed by others, or is subject to any third party and the same are freely transferable and are owned exclusively by Company free and clear of any attachments, liens, encumbrances or adverse claims. No outstanding order, decree, judgment or stipulation, and ;
(d) no proceeding charging Company Seller with infringement of any adversely held patent, trade name, trademark service
(e) Seller does not, as is not required to, pay any license fee or copyright has been filed or, royalty to any person for the Seller’s knowledge, is threatened to be filed. The Company does not currently use or rely upon of any third party such patent, trade name, trademark or copyright in order to conduct its business as presently being conducted. To the Seller’s knowledgeservice mark, the Company has the right to use, free and clear of any claims or rights of any third party, all trade secrets, customer lists, know‑how and any other confidential information required for or used in the marketing of all products being sold by Company, including, without limitation, any products licensed by Company from others. To the Seller’s knowledge, the Company is not in any way making any unlawful or wrongful use of any trade secrets, customer lists, know‑how or any other confidential information of any third party, including, without limitation, any former employer of any present or past employee of Company. Neither the Seller nor, to the Seller’s knowledge, any officer, director or key employee (which shall mean any person at or above the office of Vice President) of the Company is a party to any non‑competition agreement, non‑disclosure agreementxxademark, or similar agreement with any third partycopyright.
Appears in 1 contract
Patents, Trade Names, Trademarks and Copyrights. All patents, patent applications, trade names, registered or common law trademarks, trademark applications and copyrights owned by or licensed to Company are listed in the Financial Statement, Statement and as and to the extent indicated in the Financial Statement have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other countries countries, states or other jurisdictions and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and each such country country, state or other jurisdictions, as and to the Seller’s knowledgeSellers’ Knowledge, use of said patents, trade names, trademarks or copyrights in Financial Statement does not require the consent of any third party and the same are freely transferable and are owned exclusively by Company free and clear of any attachments, liens, encumbrances or adverse claims. No outstanding order, decree, judgment or stipulation, and no proceeding charging Company with infringement of any adversely held patent, trade name, trademark or copyright has been filed or, to the Seller’s knowledgeSellers’ Knowledge, is threatened to be filed. The Company does not currently use or rely upon any third party patent, trade name, trademark or copyright in order to conduct its business as presently being conducted. To the Seller’s Sellers’ knowledge, the Company has the right to use, free and clear of any claims or rights of any third party, all trade secrets, customer lists, know‑how manufacturing processes, secret processes, know-how and any other confidential information required for or used in the manufacture or marketing of all products either being sold or manufactured by Company, including, without limitation, any products licensed by Company from others. To the Seller’s knowledgeSellers’ Knowledge, the DIGITALTOWN- REZSOURCE STOCK PURCHASE AGREEMENT - 9 Company is not in any way making any unlawful or wrongful use of any trade secrets, customer lists, know‑how manufacturing processes, secret processes, know-how or any other confidential information of any third party, including, without limitation, any former employer of any present or past employee of Company. Neither the Seller Sellers nor, to the Seller’s knowledgeSellers’ Knowledge, any officer, director or key employee (which shall mean any person at or above the office of Vice President) of the Company is a party to any non‑competition non-competition agreement, non‑disclosure non-disclosure agreement, or similar agreement with any third party.
Appears in 1 contract
Patents, Trade Names, Trademarks and Copyrights. All patents, patent applications, trade names, registered or common law trademarks, trademark applications, registered copyrights, unregistered copyrights and copyright applications and copyrights owned by or licensed to or used by the Company are listed in on the Financial StatementSchedule of Patents, Trademarks and Copyrights attached hereto as Schedule 4.12 and to the extent indicated in the Financial Statement have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other countries countries, states or other jurisdictions to the extent set forth on said Schedule 4.12, and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and each such country country, state or other jurisdictionsjurisdiction. Except as set forth in said Schedule 4.12, as and to the Seller’s knowledge, Company's use of said patents, trade names, trademarks or copyrights does not require the consent of any third party and the same are freely transferable and are owned exclusively by the Company free and clear of any attachments, liens, encumbrances or royalties, encumbrances, adverse claims, licenses or any other ownership or other interest of any other person whatsoever (including, without limitation, Shareholders). Except as described in Schedule 4.12, no person has a license to use any of such patents, trade names, trademarks or copyrights or applications therefor. No outstanding order, decree, judgment or stipulationstipulation has ordered, decreed, adjudged, stipulated, found or determined that the Company or any of the Shareholders has infringed any adversely held patent, trade name, trademark or copyright; and no claim or proceeding charging the Company or any of the Shareholders with infringement of any adversely held patent, trade name, trademark or copyright copyright, has been filed asserted or served upon the Company or the Shareholders at any time during the six (6) year period prior to and ending upon the Closing Date or, to the Seller’s best of Shareholders' knowledge, is threatened to be asserted or filed. The ; and the conduct of the business of the Company, as heretofore conducted by the Company, and the manufacture and sale by the Company does of its products and services, as heretofore manufactured and sold by the Company, do not currently use and will not infringe any patents, patent applications, trade names, trademarks, copyrights or rely upon other rights of any third party person. Except as set forth on Schedule 4.12, to the best of Shareholders' knowledge after a review of the current files of the Company, no person is infringing upon the patents, trade names, trademarks or copyrights or applications therefor set forth on Schedule 4.12. Except as specifically disclosed on Schedule 4.12, the Company has not used any patent, trade name, trademark or copyright in order to conduct its business as presently being conducted. To the Seller’s knowledge, the The Company owns and has the right to use, free and clear of any claims or rights of any third partyother person, including without limitation, Shareholders or any affiliate thereof, all trade secrets, customer lists, know‑how manufacturing processes, secret processes, technology, know-how and any other confidential information (collectively, the "Trade Secrets") required for or used in the manufacture or marketing of all products being either being, or proposed to be, sold or manufactured by the Company, including, without limitation, any products licensed by the Company from others. To No person or entity is now infringing upon or misappropriating, or has in the Seller’s knowledgepast infringed upon or misappropriated, any of the Trade Secrets. The Company is not in any way making any unlawful or wrongful use of any trade secrets, customer lists, know‑how manufacturing processes, secret processes, know-how or any other confidential information of any third partyother person, including, without limitation, any former employer of any present or past employee of the Company. All inventions, manufacturing processes, secret processes, know-how, and any other intellectual property and confidential information resulting from the development activities engaged in by any employees of the Company (including without limitation the Shareholders) and relating to or used in, or useful to, the Company's business is the property of the Company. Neither the Seller nor, to the Seller’s knowledge, Company nor any officer, director or key employee (which shall mean any person at or above the office of Vice President) of the Company is a party to any non‑competition non-competition agreement, non‑disclosure non-disclosure agreement, or similar agreement with any third partyother person.
Appears in 1 contract
Patents, Trade Names, Trademarks and Copyrights. All patents, patent applications, trade names, registered or common law trademarks, trademark applications, registered copyrights, unregistered copyrights and copyright applications and copyrights owned by or licensed to or used by the Company are listed in on the Financial StatementSchedule of Patents, Trademarks and Copyrights attached hereto as Schedule 4.12 and to the extent indicated in the Financial Statement have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other countries countries, states or other jurisdictions to the extent set forth on said Schedule 4.12, and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and each such country country, state or other jurisdictionsjurisdiction. Except as set forth in said Schedule 4.12, as and to the Seller’s knowledge, Company's use of said patents, trade names, trademarks or copyrights does not require the consent of any third party and the same are freely transferable and are owned exclusively by the Company free and clear of any attachments, liens, encumbrances or royalties, encumbrances, adverse claims, licenses or any other ownership or other interest of any other person whatsoever. Except as described in Schedule 4.12, no person has a license to use any of such patents, trade names, trademarks or copyrights or applications therefore. No outstanding order, decree, judgment or stipulationstipulation has ordered, decreed, adjudged, stipulated, found or determined that the Company or Melina has infringed any adversely held patent, trade name, trademark or copyright; and no claim or proceeding charging the Company or Melina with infringement of any adversely held patent, trade name, trademark or copyright copyright, has been filed asserted or served upon the Company or Melina at any time during the six (6) year period prior to and ending upon the Closing Date or, to the Sellerbest of Melina’s knowledge, is threatened to be asserted or filed. The Company ; and the conduct of the business of the Company, as heretofore conducted by the Company, does not currently use infringe any patents, patent applications, trade names, trademarks, copyrights or rely upon other rights owned by or owed to any third party person. Except as set forth on Schedule 4.12, to the best of Melina’s knowledge after a review of the current files of the Company, no person is infringing upon the patents, trade names, trademarks or copyrights or applications therefore set forth on Schedule 4.12. Except as specifically disclosed on Schedule 4.12, the Company has not used any patent, trade name, trademark or copyright in order to conduct its business as presently being conducted. To the Seller’s knowledge, the The Company owns and has the right to use, free and clear of any claims or rights of any third partyother person, including without limitation, Melina or any of his affiliates, all trade secrets, customer lists, know‑how manufacturing processes, secret processes, technology, know-how and any other confidential information (collectively, the "Trade Secrets") required for or used in the manufacture or marketing of all products being either being, or proposed to be, sold or manufactured by the Company, including, without limitation, any products licensed by the Company from others. To No person or entity is now infringing upon or misappropriating, or has in the Seller’s knowledgepast infringed upon or misappropriated, any of the Trade Secrets. The Company is not in any way making any unlawful or wrongful use of any trade secrets, customer lists, know‑how manufacturing processes, secret processes, know-how or any other confidential information of any third partyother person, including, without limitation, any former employer of any present or past employee of the Company. All manufacturing processes, secret processes, know-how, and any other intellectual property and confidential information resulting from the development activities engaged in by any employees of the Company is the property of the Company. Neither the Seller nor, to the Seller’s knowledge, Company nor any officer, director or key employee (which shall mean any person at or above the office of Vice President) of the Company is a party to any non‑competition non-competition agreement, non‑disclosure non-disclosure agreement, or similar agreement with any third partyother person.
Appears in 1 contract
Samples: Purchase Agreement (Conihasset Capital Partners, Inc.)
