Patents, Trademarks and Similar Rights. Section 3.14 of the Representing Party's Disclosure Schedule sets forth a complete and correct list of all worldwide patents, trademarks, trade names, service marks, copyrights, copyright registrations and applications, together with appropriate registration numbers, that are necessary for the conduct of the business of the Representing Party and its Subsidiaries as presently conducted (other than commercially available software) (the "Intellectual Property"). Subject to the licenses and other restrictions listed in Section 3.14 of the Representing Party's Disclosure Schedule, the Representing Party or one of its Subsidiaries owns or holds the Intellectual Property in each case free and clear of all Liens, except where the failure to so own or hold would not have a Material Adverse Effect on the Representing Party. Except as set forth in Section 3.14 of the Representing Party's Disclosure Schedule, to the best knowledge of the Representing Party: (i) none of the Intellectual Property presently being sold or used in the business of the Representing Party and its Subsidiaries as presently conducted infringes upon or conflicts with any rights owned or held by any other Person; (ii) no Person is infringing any Intellectual Property; or (iii) there is not pending or threatened in writing any claim or litigation against the Representing Party or any of its Subsidiaries contesting the rights of the Representing Party or any of its Subsidiaries to the Intellectual Property, except for any claims or litigation which would not have a Material Adverse Effect on the Representing Party.
Patents, Trademarks and Similar Rights. (i) Set forth on Schedule 2(h) of the Disclosure Schedule is a true and complete list of the patents, patent applications, trademarks (registered or unregistered) and service marks (and any applications or registrations therefor), trade names, corporate names, copyrights, copyright registrations and other intellectual property that currently exists in written form owned or filed by, or licensed to, the Company or the Subsidiary or used in the conduct of the Company's or the Subsidiary's business as presently conducted ("Intellectual Property"). With respect to registered trademarks, Schedule 2(h) of the Disclosure Schedule sets forth a list of all jurisdictions in which such trademarks are registered or applied for and all registration and application numbers. To the Company's Knowledge, the Company has all rights to Intellectual Property as are used or are necessary in connection with the businesses of the Company and the Subsidiary as presently conducted, and except as set forth on Schedule 2(h) of the Disclosure Schedule, the Company owns, or has the right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of and sublicense, without payment to any other person or entity, all Intellectual Property free and clear of all Claims whatsoever. The consummation of the transactions contemplated hereby will not conflict with, alter or impair any such right.
Patents, Trademarks and Similar Rights. Except as indicated on Schedule 2.21, CMB is the sole owner, free from any Liens, of all patents, trademarks, service marks, trade names, copyrights, licenses, processes, designs, formulas, computer programs, trade secrets, source codes and object codes, inventions, product manufacturing instructions, technology, research and development, intellectual property rights, know-how and other rights (including any registrations and applications for registration for any of the foregoing) that are owned or used by CMB or that are necessary or appropriate for the operation of its business as presently conducted or as proposed to be conducted and the absence of which would have a material adverse effect on the business, prospects, assets, condition (financial or otherwise) or operations of CMB (each, a "Proprietary Right" and collectively, the "Proprietary Rights"). Schedule 2.21 accurately and completely identifies all of the Proprietary Rights, including the jurisdictions in which they have been registered or in which applications for registration have been filed.
Patents, Trademarks and Similar Rights. (a) Schedule 4.15(a) sets forth a true and complete list and summary description of all (i) Registered Patents, Trademarks and Copyrights, and material trademarks, service marks and internet domain names that are not Registered, comprising a part of the Owned Intellectual Property and (ii) material Intellectual Property Licenses.
Patents, Trademarks and Similar Rights. (i) Section 2.1(k) of the Disclosure Schedule sets forth a list of all Intellectual Property (as defined below) necessary for the current operation of the business of Seller and that is owned by Seller, or licensed by a third Person to Seller, or licensed by the Seller to a third Person (other than another member of the GM Group), together with a list of any agreements between Seller and a third Person (other than another member of the GM Group) pursuant to which such licensed Intellectual Property is licensed.
Patents, Trademarks and Similar Rights. (i) Schedule 2.1(h)(i) sets forth a true and complete list of any and all patents, trademarks (registered or unregistered), trade names, service marks, copyrights, domain names and applications therefor owned, used, filed by or licensed to either Company. With respect to registered trademarks, Schedule 2.1(h)(i) sets forth a list of all jurisdictions in which such trademarks (if any) are registered or applied for and all registration and application numbers. With respect to patents, Schedule 2.1(h)(i) sets forth a list of all jurisdictions in which such patents have been granted or applied for and all registration and application numbers. Except as set forth on Schedule 2.1(h), the Companies own or validly license all patents, trademarks, service marks, trade names, domain names and copyrights, in each case registered or unregistered, inventions, technology, industrial design, software, know-how, trade secrets, Personally-Identifiable Data (as defined below) and other intellectual property rights used in the Business as presently conducted (collectively, the "Intellectual Property"), to the knowledge of HDI and the Seller, with no infringement of or conflict with any rights of others; provided, however, that the Intellectual Property does not include any technology, industrial design, software, know-how or trade secrets used principally or exclusively by Keystone to perform its obligations under the Services Agreement (as defined below) or that is provided or made available to the Purchaser solely under the Services Agreement. Except as set forth in Schedule 2.1(h)(i), the Companies or its Affiliates are, and on the Closing Date the Purchaser will be, subject to the execution of the Domain Name Purchase Agreement, the sole and exclusive owner of or valid licensee of all rights to the Intellectual Property, free and clear of all Liens. Each of the aforesaid elements of the Intellectual Property is valid, subsisting and enforceable. Except as set forth on Schedule 2.1(h)(i), neither Company nor any of their Affiliates has granted to any third party any license or other right to any of the Intellectual Property. Except as set forth on Schedule 2.1(h)(i), there is no claim pending or, to the knowledge of HDI or the Seller, threatened that relates to any of the Intellectual Property. Except as set forth on Schedule 2.1(h)(i), neither Company nor any of their Affiliates has received any notice that the operations of the business of the Companies or the practice ...
Patents, Trademarks and Similar Rights. The Company owns or licenses -------------------------------------- all patents, trademarks, service marks, trade names and copyrights, in each case registered or unregistered, inventions, software (including documentation and object and source code listings), know-how, trade secrets and other intellectual property rights (collectively, the "Intellectual Property") used in its business as presently conducted. Section 2.1(h) of the Disclosure Schedule contains a list of all Intellectual Property owned and used by the Company and any Intellectual Property which is licensed for use by others. To the knowledge of the Company, no Intellectual Property infringes any rights owned or held by any other person. There is no pending or, to the knowledge of the Company, threatened claim or litigation against the Company contesting its right exclusively to use any Intellectual Property. To the knowledge of the Company, no person is infringing the rights of the Company in any Intellectual Property. To the knowledge of the Company, no product or service sold by the Company violates or infringes any intellectual property right owned or held by any other person. To the knowledge of the Company, in the case of commercially available "shrink-wrap" software programs (such as Lotus 1-2-3), neither the Company nor any of its employees has made or is using any unauthorized copies of any such software programs at any Company location.
Patents, Trademarks and Similar Rights. (a) (i) Eagle has the sole and exclusive right to use all patents, copyrights, trademarks, trade names, technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, research and development data, computer software programs, and other intangible property, and any applications for the same, owned by Eagle or the Shareholder and used in the Business, and all goodwill associated with such intangible property (collectively, the "INTANGIBLE PROPERTY"), and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights;
Patents, Trademarks and Similar Rights. Schedule 6.15 -------------------------------------- ------------- accurately lists, identifies and describes the interest of EPL in all patent applications, patent rights, trademark and service xxxx applications, registered trademarks and service marks, and registered copyrights ("Intellectual Property") which EPL owns or has a right or title to, or interest in. EPL has delivered to PIC a copy of each patent application and trademark and service xxxx application. EPL has delivered to PIC information showing a chain of title to all patent applications and patent rights. Unless otherwise disclosed in the Schedule 6.15 or Schedule 6.16 with respect to any of the Intellectual Property: ------------- -------------
Patents, Trademarks and Similar Rights. (i) Contributor has the sole and exclusive right to use the Intangible Property, and the consummation of the transactions contemplated by this Agreement and the Other Agreements will not alter or impair any such rights and will result in the Company having the sole and exclusive right to use all such Intangible Property used primarily in the Business and, with respect to Intangible Property subject to the Assignment of Servicemarks and Trademarks and Assignment of Patents between the Contributor and the Company dated even date herewith, the right to use such Intangible Property to the same extent it is currently used in the Business;
