Patents, Trademarks. There are no material patents, patent rights, trademarks, service marks, trade names, copyrights, licenses or other intellectual property rights with respect to the Leased Property that are necessary for the operation of the Leased Property by the Lessee, except to the extent that the Lessee has rights in respect thereof without material payment of royalties or other material licensing payments, which rights may be freely leased, licensed or otherwise provided to Lessor or any successor owner, lessee, user or operator of the Leased Property pursuant to the Operative Documents.
Patents, Trademarks. Seller warrants only that the manufacture of the Product covered by this Contract does not infringe any Letters Patent of the country of manufacture. Buyer assumes all responsibility for use of any design, trademark, trade name, or part thereof, appearing on the Product at Buyer’s request.
Patents, Trademarks. It owns, or possesses the right to use, all the patents, trademarks, service marks, trade names, copyrights, franchises, consents, authorizations and licenses and rights with respect to the foregoing, necessary for the conduct of its business as now conducted and proposed to be conducted, without any known conflict with the rights of others.
Patents, Trademarks. The Borrower owns or has the right to use all necessary patents, patent rights, licenses, trademarks, trade names, trade name rights, copyrights and franchises to conduct its business as now conducted, without any known conflict with any patent, patent right, license, trademark, trademark rights, trade name right, trade name, copyright or franchise right of any other person. The Borrower has not received any notices of infringement or misappropriation from any Person with respect to the patents, trademarks, copyrights, trade names, trade secrets or licenses which it owns or has a right to use.
Patents, Trademarks. Seller does not possess any patent, patent right, trademark, copyright or other proprietary intellectual property and is not a party to any license or royalty agreement with respect to any patent, trademark, or copyright except for licenses respecting program material and obligations under the Copyright Act of 1976 applicable to CATV systems generally.
Patents, Trademarks. Trade names; Etc.
(a) Schedule 5.12(a) lists:
(i) all patents held by Seller and all reissues, divisions, continuations, continuations in part and extensions thereof and all pending patent applications by Seller including for each such patent the serial or patent number, country, filing and expiration date and title; (ii) all registered trademarks of Seller and pending registrations by Seller of trademarks, including for each such trademark, the registration number, country, filing and expiration date, mark xxx class; (iii) all registered copyrights of Seller and applications by Seller for registration of copyrights, including the registration number, country and filing and expiration date of each such copyright; and (iv) a general description of all know-how and proprietary information in the nature of trade secrets of Seller.
(b) Schedule 5.12(b) identifies all licenses and other contracts or commitments to which Seller is a party (either as licensor or licensee) or otherwise subject relating to patents, trademarks, trade names or copyrights (or applications for any thereof), trade secrets or other proprietary know-how or technical information or assistance; and no claims have been asserted by any person to the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes or challenging or questioning the validity or effectiveness of any such license or agreement, and there is no valid basis for any such claim.
(c) Seller's use and transfer to Purchaser pursuant to this Agreement of the trademark and trade name "Akemi" do not infringe or violate the rights of any other person. To the best knowledge of Seller and Parent, Seller has not infringed upon any patent, trademark, trade name or copyright or misappropriated or misused any invention, trade secret or other proprietary information entitled to legal protection, and Seller has not been alleged to have infringed upon any patent, etc., except as set forth in Schedule 5.12. Seller has never asserted any claim of infringement, misappropriation or misuse.
(d) Each item identified in Schedule 5.12(b) is a valid, legally binding obligation of all parties thereto, enforceable in accordance with its terms. With respect to each there is no default (or event which with the giving of notice and/or passage of time would constitute a default) by any party thereto.
(e) Except as listed on Schedule 5.12, Seller has not granted any outstanding licenses or other rights to any copyright,...
Patents, Trademarks. (a) DigitalFacades has a valid license to use each copy of mass-market third-party software used by it. Set forth on Schedule 2.17
(a) is a true and complete list of all material inventions, patents, trademarks, trade names, brand names, copyrights, and Software Products (as defined in paragraph (b) of this Section 2.17), (collectively, the "Listed Intellectual Property") of any kind now used or reasonably anticipated to be used in the business of DigitalFacades except the mass-market third-party software described in the first sentence of this Section 2.17. Schedule 2.17(b) contains a complete list of all licenses or agreements which relate to the Listed Intellectual Property (the "Intellectual Property Licenses"); such list indicates the specific Listed Intellectual Property affected by each such Intellectual Property License. Except as set forth on Schedules 2.17(a) or Schedule 2.17(b), neither DigitalFacades' operations nor any Listed Intellectual Property owned by DigitalFacades or to the actual knowledge of DigitalFacades or the Stockholders, any Intellectual Property License would infringe upon any validly issued or to the knowledge of DigitalFacades, any pending trademark, trade name, service xxxx, copyright or, any validly issued patent or other right of any other Person, nor, to the actual knowledge of DigitalFacades and the Stockholders, is there any infringement by any other Person of any of the Listed Intellectual Property or of the intellectual property to which the Intellectual Property Licenses relate. Except as specifically set forth on Schedule 2.17(a) or 2.17(b), consummation of the transactions contemplated hereby and by the Operative Agreements will not alter or impair DigitalFacades' rights to any of the Listed Intellectual Property or under any Intellectual Property License. The manner in which DigitalFacades has manufactured, packaged, shipped, advertised, labeled and sold its products complies with all applicable laws and regulations pertaining thereto, the failure to comply with which would have a material adverse effect upon the business, business prospects, assets, operations or condition (financial or other) of DigitalFacades.
(b) Except as specifically set forth on Schedule 2.17(a) or Schedule 2.17(b), DigitalFacades is the sole and exclusive owner or licensee of:
(i) the Listed Intellectual Property, the Intellectual Property Licenses and the technology, know-how and processes now used by DigitalFacades, or used in connection...
Patents, Trademarks. The Borrower and each Subsidiary owns and ------------------- possesses all such patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service xxxx rights and copyrights as the Borrower considers necessary for the conduct of the businesses of the Borrower or such Subsidiary as now conducted without any infringement upon rights of others which would reasonably be expected to have a Materially Adverse Effect. There is no individual patent or patent license used by the Borrower or any Subsidiary in the conduct of its business the loss of which would reasonably be expected to have a Materially Adverse Effect.
Patents, Trademarks copyright
1. The intellectual property, software, trade secrets, proprietary processes, technology, methodologies, ideas, data, and know-how (“Intellectual Property”) of Principal or its licensors is and will remain Principal's or its licensors' exclusive property, and, VERHOEF EMC will have no right, license, or interest therein, expressly or impliedly. Nothing shall be deemed to be or to contemplate a transfer of any of Principal's or its licensors' Intellectual Property to VERHOEF EMC or any third party. Principal warrants that no patents or other intellectual property or industrial rights of third parties will be infringed. Should nonetheless a third party raise claims for infringement of any patent or other intellectual property or industrial rights, Principal shall indemnify VERHOEF EMC against any action, claim, demand, costs, expenses and losses incurred by VERHOEF EMC as a result of such infringement, provided that the Principal shall have the right to conduct the defense, in the name of VERHOEF EMC, if appropriate, of any such claims, and VERHOEF EMC, at Buyers expense, will give Principal all such assistance in the defense of such claims as Principal may reasonably request
2. The Intellectual Property of VERHOEF EMC or its licensors is and will remain VERHOEF EMC's or its licensors' exclusive property, and, VERHOEF EMC will have no right, license, or interest therein, expressly or impliedly. Nothing shall be deemed to be or to contemplate a transfer of any of VERHOEF EMC's or its licensors' Intellectual Property to Principal or any third party. VERHOEF EMC warrants that no patents or other intellectual property or industrial rights of third parties will be infringed. Should nonetheless a third party raise claims for infringement of any patent or other intellectual property or industrial rights, VERHOEF EMC shall indemnify Principal against any action, claim, demand, costs, expenses and losses incurred by Principal as a result of such infringement, provided that VERHOEF EMC shall have the right to conduct the defense, in the name of Principal, if appropriate, of any such claims, and Principal, at VERHOEF EMC's expense, will give VERHOEF EMC all such assistance in the defense of such claims as VERHOEF EMC may reasonably request.
3. The provision of this clause shall survive the expiration or prior termination of the agreement.
Patents, Trademarks. Except as disclosed in the Registration Statement or Prospectus, the Company has sufficient licenses, permits and other governmental authorizations currently necessary for the conduct of its business or the ownership of its properties as described in the Prospectus and is in all material respects complying therewith and owns or possesses adequate rights to use all material patents, patent applications, trademarks, service marks, trade-names, trademark registrations, service mark registrations, copyrights xxx licenses necessary for the conduct of such business and had not received any notice of conflict with the asserted rights of others in respect thereof. To the best knowledge of the Company, none of the activities or business of the Company are in violation of, or cause the Company to violate, any law, rule, regulation or order of the United States, any state, county or locality, or of any agency or body of the United States or of any state, county or locality, the violation of which would have a Material Adverse Effect.
