Patents, Trademarks and Other Intellectual Property Sample Clauses

Patents, Trademarks and Other Intellectual Property. Bonanza owns no Intellectual Property.

Patents, Trademarks and Other Intellectual Property. Except as set forth in Section 3.11 of the Condor Disclosure Schedule, Condor and its Affiliated Entities possess or have the right to use to the extent they are now using, all proprietary rights (including, without limitation, patents, trade secrets, technology, know-how, copyrights, trademarks, tradenames, and rights to any of the foregoing), the failure to possess which would have a Material Adverse Effect on Condor or would prevent Condor from carrying on its business and completing the development of new products as currently contemplated ("Proprietary Rights"), and the consummation of the transactions contemplated hereby will not alter or impair any such rights. Set forth in Section 3.11 the of Condor Disclosure Schedule is a list of all Proprietary Rights consisting of patents, patent applications, trademarks, trademark applications, trade names and service marks owned or utilized by Condor or its Affiliated Entities. Section 3.11 of the Condor Disclosure Schedule also lists all licenses or other contracts related to Propriety Rights, other than those entered into in the ordinary course. With respect to such Proprietary Rights, and except as set forth in Section 3.11 of the Condor Disclosure Schedule, (i) Condor has no Knowledge of any claim asserted by any person challenging such Proprietary Rights which could have a Material Adverse Effect on the business of Condor and its Affiliated Entities, (ii) to the Knowledge of Condor, none of the aforesaid infringes or otherwise violates the rights of others or is being infringed by others, and (iii) except for sales and licenses in the ordinary course of business, no licenses, sublicenses or agreements pertaining to any of the aforesaid have been granted by Condor or any Affiliated Entity.

Patents, Trademarks and Other Intellectual Property. Schedule "3.11" annexed hereto correctly sets forth a list and brief description of: (a) all patents, patent applications, copyright registrations and applications, registered trade names, and trademark registrations and applications, both domestic and foreign, which are presently owned, filed or held by any of the Company, any Subsidiaries or any of their Affiliates (or any of them), and/or any of the directors or officers of the Company, and which are used in the Business Operations; (b) all material licenses, both domestic and foreign, which are owned or controlled by any of the Company, any Subsidiaries or any of their Affiliates (or any of them), and/or any of the directors or officers of the Company, and which are used in the Business Operations; and (c) all material written franchises, licenses and/or similar arrangements granted to any of the Company, any Subsidiaries or any of their Affiliates (or any of them), and/or any of the directors or officers of the Company for the benefit of the Business Operations, or granted to others by the Company for the benefit of the Business Operations. All letters patent, patent applications, copyright registrations and applications, registered trade names, trademark registrations and applications, franchises, licenses and other arrangements set forth in

Patents, Trademarks and Other Intellectual Property. (a) Schedule 5.2.11(a) lists all patented or registered Intangibles (defined below), all written licenses and other agreements relating thereto and all written agreements, licensing or otherwise, authorizing others to use material technology, know-how or processes used in or belonging to the B-Line Business (collectively, the "Scheduled Intangibles"). The "Intangibles", including the Scheduled Intangibles, comprise all intellectual property used or held in the B-Line Business as presently conducted other than intellectual property licensed in the ordinary course of business pursuant to standard form commercial license agreements (such as non-custom software). "Intangibles" means (i) all inventions, improvements, designs, patents, patent applications, patent disclosures, and all extensions, reissues, continuations, revisions and reexaminations thereof; (ii) trade dress, logos, trade names and corporate names, (including all internet and intranet name(s), 30 36 addresses, icon(s) and other designation(s) identifying the B-Line Business on a computer network such as the world wide web but not including any such designations of affiliates of the B-Line Business), together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith; (iii) all copyrightable works and all copyright applications, registrations and renewals in connection therewith; (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings and specifications); and (v) all computer software, rights in databases (including data and related documentation) all other proprietary rights; and all copies and tangible embodiments thereof (in whatever form or medium) but does not include items licensed in the ordinary course of business pursuant to standard form commercial license agreements (such as non-custom software).

Patents, Trademarks and Other Intellectual Property. The Disclosure Schedule contains a list of all patents, patent applications, trademarks, trademark applications, trade names, service marks and copyrights, and licenses and rights to any of the foregoing (collectively the "Intellectual Properties") which are owned, controlled, used or held (under license or otherwise) by and which are material to the Company and its Subsidiaries in connection with the conduct of their businesses. The Company or its Subsidiaries are the sole and exclusive owner of the Intellectual Properties described as owned in the Disclosure Schedule, free and clear of all encumbrances except as set forth in the Disclosure Schedule. No claims have been asserted or, to the knowledge of the Company, threatened by any person challenging the Company's or its Subsidiaries' ownership or use of any of the Intellectual Properties. To the knowledge of the Company, none of the Intellectual Properties infringes or otherwise violates the rights of others or is being infringed by others in any manner which would have a Material Adverse Effect. In order to conduct the business of the Company as such is currently being conducted, to the knowledge of the Company, the Company does not require any Intellectual Properties that it does not already have the use of. The Company has not granted any license or made any assignment of any Intellectual Properties listed in the Disclosure Schedule. The Company does not pay any royalties or other consideration for the right to use any intellectual properties of others. All Intellectual Properties of the Company are valid, enforceable and in good standing, and to the knowledge of the Company, there are no equitable defenses to enforcement based on any act or omission of the Company.

Patents, Trademarks and Other Intellectual Property. (a) The trademarks, trade names, copyrights, trade secrets or processes, patents or applications for patents listed on the Schedule of Trade Names, Patents and Copyrights are all either owned by the Company, or the Company possesses enforceable rights and licenses to use the same (without payment of any royalties except as specified in such Schedule), and the items listed on such Schedule constitute all of the trademarks, trade names, copyrights, patents and patent applications, trade secrets and processes necessary for the conduct of, or use in, the business of the Company, as the same is presently being conducted and contemplated to be conducted. Such rights and licenses are adequate for the conduct of the business presently conducted or contemplated to be conducted by the Company. (b) Except as set forth on the Schedule of Trade Names, Patents and Copyrights, no service or product the Company provides or sells, or any business, or the marketing or use by it or another of any such service or product, will infringe any trademark, trade name, copyright or patent or other intellectual property right, or is in conflict with any right of another. There is no pending or, to the knowledge of the Company or the Shareholders, threatened claim or litigation against the Company contesting its right to use any of the trademarks and trade names or the validity of any of the copyrights and patents or other intellectual property right of the Company, or asserting its misuse of any thereof, which would deprive the Company of its right to assert its rights thereunder or which would prevent the sale of any service or product provided or sold by the Company.

Patents, Trademarks and Other Intellectual Property. The HHNF Business customarily seeks patent and trademark protection for its products and brands while seeking to protect its proprietary know-how. While important to the HHNF Business in the aggregate, sales of any one individually patented product is not considered material to any specific segment or the consolidated results.

Patents, Trademarks and Other Intellectual Property. The Disclosure Schedule contains a list of all patents, patent applications, trademarks, trademark applications, trade names, service marks and copyrights, and licenses and rights to any of the foregoing (collectively the "Intellectual Properties") which are used or held by MSCTC and material to the conduct of the business of MSCTC taken as a whole. MSCTC is the owner or is licensed or otherwise has the right to use the Intellectual Properties in the conduct of its business, and the consummation of the transactions contemplated hereby will not alter or impair any such rights.

Patents, Trademarks and Other Intellectual Property. (a) Duke City owns or is licensed to use all of the Intellectual Properties listed on Schedule 3.18; ------------- (b) Duke City owns or is licensed to use all Intellectual Property currently used by Duke City in the business of Duke City and the consummation of the transactions contemplated hereby will not alter or impair any such ownership or licenses; (c) Except as disclosed on Schedule 3.18, no claims have been asserted ------------- by any person challenging such ownership or licenses; (d) Except as disclosed on Schedule 3.18, none of the Intellectual ------------- Property described in the preceding clauses (a) and (b) infringes or otherwise violates the rights of others or is being infringed by others and, to the Knowledge of the Duke City Parties, there are no potential or threatened infringements thereof; and (e) No license, sublicense or agreement pertain ing to any of such Intellectual Property has been granted by Duke City.

Patents, Trademarks and Other Intellectual Property. Schedule 3.9 contains a list of all patents, patent applications, trademarks, trademark applications and service marks, and licenses and rights to any of the foregoing used or held by Nordco and material to the conduct of the business of Nordco taken as a whole (collectively the "Intellectual Properties"). Except as indicated in Schedule 3.9, (a) Nordco is the owner or is licensed or otherwise has the right to use the Intellectual Properties in the conduct of its business, and the consummation of the transactions contemplated hereby will not alter or impair any such rights; (b) to the knowledge of Oak, no claims have been asserted by any person challenging such right as to any of the Intellectual Properties; (c) to the knowledge of Oak, none of the Intellectual Properties infringes or otherwise violates the rights of others or is being infringed by others, and to the knowledge of Oak, Nordco has not received any written notice from any party challenging the right to use any of the Intellectual Properties; (d) no licenses, sublicenses or agreements pertaining to any of the Intellectual Properties have been granted by Nordco and Nordco has no obligation to grant any such licenses, sublicenses, or agreements; (e) the Intellectual Properties have been duly registered, filed or issued by the United States Patent and Trademark Office, states of the United States or the corresponding offices of foreign jurisdictions as indicated on the disclosure schedule; (f) with respect to any pending patent applications, there are no contesting proceedings either pending or, to the knowledge of Oak, threatened in the United States Patent and Trademark Office, any foreign patent office or any federal, state, local or foreign court; and (g) to the knowledge of Oak, Nordco has not violated or infringed any trade secret held by another.