Patents, Trademarks and Other Rights. The Company and each ------------------------------------ Subsidiary possesses all patents, patent rights, trademarks, trademark rights, trade names, and trade name rights (each of which is listed on the Disclosure Schedule) and copyrights as are necessary to conduct its business as now being conducted and as proposed to be conducted, except for any failures to possess a patent, patent right, trademark, trademark right, trade name, trade name right or copyright which failures (individually or in the aggregate) do not and could not reasonably be expected to have a Material Adverse Effect. To the best of the knowledge of the Company and its Subsidiaries, the activities and conduct of business by the Company and each Subsidiary do not conflict with or infringe upon any intellectual property rights of others, and neither the Company nor any Subsidiary has received any notice that any such claim of conflict or infringement has been asserted by any Person.
Patents, Trademarks and Other Rights. The Company has sufficient trademarks, trade names, service marks, patent rights, copyrights, manufacturing processes, formulae, applications, trade secrets, know how, licenses, approvals and governmental authorizations (or rights thereto)(collectively, the "Intellectual Property") to conduct its business as now conducted and the Company believes that it will be able to obtain such Intellectual Property as will be necessary to conduct its business as proposed to be conducted except in either case where the absence of such Intellectual Property would not have a Material Adverse Effect. No claim is pending or, to the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all proprietary technology developed by or belonging to the Company and material to its business which has not been patented has been kept confidential by the Company, its employees and agents. The Company has no knowledge of any infringement by it of any Intellectual Property or other similar rights of others, and there is no claim being made or, to the Company's knowledge, threatened against the Company regarding infringement by the Company on such Intellectual Property of others which could reasonably be expected to have a Material Adverse Effect and, to the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened).
Patents, Trademarks and Other Rights. (a) List of Patents, Trademarks and Similar Rights. Sections 4.17(a)(i)-(vi) of the Company Disclosure Letter set forth complete and accurate lists and status of:
(i) all Intellectual Property registrations and issued patents, or if a registration or patent has not been issued, all pending and abandoned applications for patents, and all applications to register trademarks, trade names, service marks, copyrights and domain names, and all extensions, renewals, restorations, resuscitations, continuations, continuations-in-part, divisionals, reissues, and reexaminations thereof, as well as all invention disclosure records for which the Company or its Subsidiaries has not filed for patent protection, which the Company and/or any of its Subsidiaries own or in which the Company or any of its Subsidiaries claim or can claim ownership;
(ii) all material products, including computer software or technology, commercially sold or licensed by the Company or its Subsidiaries and all types of material services commercially provided by the Company or its Subsidiaries;
(iii) any material computer software and applications in development by and owned by the Company or its Subsidiaries;
(iv) in the case of Intellectual Property not owned by the Company or its Subsidiaries, all agreements under which any patents identified by number or group or any material Intellectual Property is licensed by the Company or any of its Subsidiaries from others or otherwise permitted by other Persons to use, indicating the parties to each such agreement, other than retail "shrinkwrap" or generally available retail types of licenses;
(v) all agreements pursuant to which the Company or any of its Subsidiaries has granted, or has an obligation to grant, any rights in, to or concerning any patents identified by number or group or other material Intellectual Property, including agreements that singularly provide or that contain one or more provisions providing with respect to Intellectual Property, assignments, covenants-not-to-sue or assert, licenses or sublicenses identifying patents by number or xxxup, releases, grant backs, material cross-licenses, exclusive or escrow arrangements, and all settlement, consent or coexistent agreements involving Intellectual Property, except employment or consulting agreements; and
(vi) all other Intellectual Property (not identified pursuant to clauses (i)-(v) above) that is material to the business and operations of the Company and/or its Subsidiaries.
(b) Free ...
Patents, Trademarks and Other Rights. Except as set forth in the Parent SEC reports, Parent is not presently engaged in any material litigation regarding its Intellectual Property rights or the Intellectual Property rights of others, and to the best of its knowledge, Parent has not been threatened with any material litigation or claims of infringement or otherwise regarding its Intellectual Property rights or the Intellectual Property rights of others. Parent has undertaken and will continue to undertake reasonable measures in maintaining its Intellectual Property portfolio, and has taken and will continue to undertake reasonable measures in protecting its trade secrets.
Patents, Trademarks and Other Rights. The Company possesses all ------------------------------------ patents, patent rights, trademarks, trademark rights, tradenames, tradename rights and copyrights necessary to conduct its business as now being conducted and as proposed to be conducted. To the best of the Company's knowledge, the rights of the Company in respect of such patents, patent rights, trademarks, trademark rights, tradenames, tradename rights or copyrights do not conflict with or infringe any rights of others which might materially adversely affect the assets, properties, liabilities, business, results of operations, condition (financial or otherwise) or prospects of the Company, and no such claim of conflict or infringement has been asserted by any person.
Patents, Trademarks and Other Rights. (a) LIST OF PATENTS,
Patents, Trademarks and Other Rights. The term “Intellectual Property Assets” shall include the name of Target, and all Marks, Patents, Copyrights and Trade Secrets owned, used or licensed by Target as licensee or licensor. Schedule 2.17 lists all Marks, Patents and Copyrights owned, used or licensed by Target in its business.
Patents, Trademarks and Other Rights. Except as listed on Schedule 3.17, neither Acquisition Parent nor Acquisition Sub owns any right, title and interest in and to, or has the right to use pursuant to a valid license, any Intellectual Property Assets nor have they entered into any agreements relating to Intellectual Property Assets. The conduct of Acquisition Parent’s and/or Acquisition Sub’s businesses has not infringed, misappropriated or conflicted with and does not currently infringe, misappropriate or conflict with any intellectual property right of any person, nor would the future conduct of business as presently contemplated infringe, misappropriate or conflict with any intellectual property right of any person.
Patents, Trademarks and Other Rights. The Company possesses all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, and copyrights necessary to conduct its business as now being conducted and as proposed to be conducted without conflict with any valid rights of others.
Patents, Trademarks and Other Rights. The Company and the Guarantor possess all patents, patent rights, trademarks, trademark rights, tradenames, tradename rights and copyrights necessary to conduct their respective businesses as now being conducted and as proposed to be conducted. The rights of the Company and the Guarantor in respect of such patents, patent rights, trademarks, trademark rights, tradenames, tradename rights or copyrights do not conflict with or infringe any rights of others which might materially adversely affect the assets, properties, liabilities, business, results of operations, condition (financial or otherwise) or prospects of the Company or the Guarantor, and no such claim of conflict or infringement has been asserted by any Person.
