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.
(ii) Neither the Company nor the Subsidiary has granted any options, licenses or agreements of any kind relating to Intellectual Property or the marketing or distribution thereof. Neither the Company nor the Subsidiary is bound by or a party to any options, licenses or agreements of any kind relating to the intellectual property of any other person or entity, except as set forth in Schedule 2.1(d) of the Disclosure Schedule. The conduct of the business of the Company and of the Subsidiary as presently conducted does not, to the Company's Knowledge, violate, conflict with or infringe the intellectual property of any other person or entity. No claims are pending, or to the Company's Knowledge, threatened, against the Company or the Subsidiary by any person or entity with respect to the ownership, validity, enforceability, effectiveness or use of any Intellectual Property and, during the past three years, neither the Company nor the Subsidiary has received any communications alleging that the Company has violated any rights relating to intellectual property of any ...
Patents, Trademarks and Similar Rights. (i) Xxxxxxxx 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 Xxxxxxxx or the Shareholders 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;
(ii) Xxxxxxxx has the right to use all Intangible Property which is currently used by Xxxxxxxx in connection with the Business either as provided in clause (i) above or as licensed or authorized by others, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights;
(iii) No claims have been asserted by any person or entity for the use of any such Intangible Property or challenging or questioning the validity or effectiveness of any such license or agreement, and the Shareholders have no knowledge of any valid basis for any such claim;
(iv) The use of such Intangible Property by Xxxxxxxx does not infringe on the rights of any person or entity and no proceedings have been instituted, are pending, or threatened that challenge the rights of Xxxxxxxx in respect thereof; and
(v) None of Xxxxxxxx'x Intangible Property rights, to the best of the Shareholders' knowledge, are being infringed by the products, activities, operations, trade names, trademarks, service marks, trade dress rights or copyrights of any other person or persons and none are subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof.
Patents, Trademarks and Similar Rights 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. 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.
(b) Except as set forth on Schedule 4.15(b) and except with respect to applications for Registered Patents, Trademarks and Copyrights, to the Company's Knowledge, all Registered Patents, Trademarks, and Copyrights comprising a part of the Owned Intellectual Property are valid, subsisting and enforceable. Except where not material, all documentation necessary to confirm the Company's ownership of the Registered Patents, Trademarks, and Copyrights comprising a part of the Owned Intellectual Property has been recorded in the United States Patent and Trademark Office.
(c) Except as set forth on Schedule 4.15(c), no material Legal Proceeding is pending concerning any claim or position, and to the Company's Knowledge no such claim has been threatened in writing or asserted in writing, that the Company has violated any Intellectual Property rights, and, to the Company's Knowledge, no valid basis for any such material Legal Proceeding exists which would result in a successful claim against the Company.
(d) No material Legal Proceeding is pending, and to the Company's Knowledge no claim has been threatened in writing or asserted in writing, concerning any claim or position that the Company or another Person has breached any of the Intellectual Property Licenses, and, to the Company's Knowledge, no valid basis for any such material Legal Proceeding exists which would result in a successful claim against the Company. No party to any of the Intellectual Property Licenses has given the Company notice of its intention to cancel, terminate or fail to renew any of the Intellectual Property Licenses.
(e) Except as set forth on Schedule 4.15(e), no material Legal Proceeding is pending concerning the Owned Intellectual Property, Current Software, or Legacy Software, including any Legal Proceeding concerning a claim or position that the Business Intellectual Property has been violated or is invalid, unenforceable, unpatentable, unregisterable, or cancelable, that the Owned Intellectual Property, Current Software, or Legacy Software is not owned or not owned exclusively by the Company and to the Company's Knowledge no such claim has been threatened in...
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 the Company or any other entity in the Company Group and that is owned by the Company or any other entity in the Company Group, or licensed by a third Person to the Company or any other entity in the Company Group, or licensed by the Company or any other entity in the Company Group to a third Person (other than another member of the GM Group), together with a list of any agreements between the Company and a third Person and between any other entity in the Company Group and a third Person (other than another member of the GM Group) pursuant to which such licensed Intellectual Property is licensed.
(ii) Except as set forth in Section 2.1(k) of the Disclosure Schedule, no third Person Software (other than commercial off-the-shelf software) is utilized by the Company or any other entity in the Company Group.
(iii) No open source or similar Software is, to the Knowledge of the GMT Parties, utilized by the Company or any other entity in the Company Group.
(iv) In the six (6)-year period prior to the date of this Agreement, none of the GMT Members or the managers or officers of the Company has received any written claim relating to an improper use or disclosure of, or a breach in the security of, any proprietary information of a third Person.
(v) To the Knowledge of the GMT Parties, (A) no Person has infringed upon, misappropriated or otherwise engaged in the unauthorized use of the Intellectual Property of the Company or any other entity in the Company Group; and (B) no Person is currently infringing the Intellectual Property rights of the Company or any other entity in the Company Group.
(vi) To the Knowledge of the GMT Parties, none of the activities of the employees of the Company or any other entity in the Company Group in connection with their employment by the Company or any other entity in the Company Group is in material violation of any agreement or arrangement that any such employees have with former employers. Each employee of the Company and each employee of any other entity in the Company Group that is responsible for the creation or development of material Intellectual Property of the Company or any other entity in the Company Group has executed an agreement with the Company or any other entity in the Company Group that assigns to the Company or any other entity in the Company Group a...
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. BRC and its Subsidiaries own or are properly licensed to use all Intellectual Property material to the conduct of the business of BRC and the Subsidiaries as currently conducted. Neither BRC nor any of its Subsidiaries has any Patent Rights, Trademark Rights, or Copyrights that are either the subject of a pending application or are issued or registered. Schedule 4.15 sets forth a true and complete list and summary description of all (i) material unregistered Trademark Rights in which BRC and/or its Subsidiaries have an ownership interest, (ii) Internet domain names in which BRC and/or its Subsidiaries have an ownership interest, and (iii) all licenses to which BRC and/or its Subsidiaries are parties which grant licenses to Intellectual Property (including Software) of any third Person ("Intellectual Property Licenses").
(a) Schedule 4.15(a) sets forth a list of all written contracts with those officers, employees, consultants, agents and other individuals associated with BRC or any of its Subsidiaries who have created any Intellectual Property for BRC or the Subsidiaries that transfer all of their rights, title and ownership in and to any such Intellectual Property in their entirety and irrevocably to the Company or the Subsidiaries.
(b) BRC and the Subsidiaries have diligently taken reasonable measures to protect for the sole use and benefit of BRC and the Subsidiaries the confidential and proprietary nature of the Trade Secrets and all other confidential information material to the business of BRC and its Subsidiaries. BRC and the Subsidiaries have used their reasonable best efforts to notify each Person, (including without limitation employees, agents, consultants, distributors and licensees of BRC and its Subsidiaries) who has had access to or otherwise been exposed to any of the Trade Secrets, of the confidential and proprietary nature of the Trade Secrets. Schedule 4.15(b) sets forth a list of all written contracts with each agent, consultant, distributor or licensee of BRC and/or its Subsidiaries ("Confidentiality Contract") pursuant to which such agent, consultant, distributor or licensee acknowledges and agrees that (i) the Trade Secrets are and shall remain the sole and exclusive property of, and may be confidential to, BRC and
Patents, Trademarks and Similar Rights. (a) Parent and its Subsidiaries own, or are licensed or otherwise possess and, after the Effective Time, will continue to own, license or otherwise possess, legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights and mask works, and all processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material that are necessary to conduct the business of Parent and its Subsidiaries as currently conducted, the absence of which would be reasonably likely to have a Parent Material Adverse Effect (the "Parent Intellectual Property Rights").
(b) Neither Parent nor any of its Subsidiaries is, or will as a result of the execution and delivery of this Agreement or the performance of Parent's obligations under this Agreement or otherwise be, in breach of any license, sublicense or other agreement relating to Parent Intellectual Property Rights, or any material licenses, sublicenses and other agreements as to which Parent or any of its Subsidiaries is a party and pursuant to which Parent or any of its Subsidiaries is authorized to use any third party patents, trademarks or copyrights ("Parent Third Party Intellectual Property Rights"), including software that is used in the manufacture of, incorporated in, or forms a part of any product sold by or expected to be sold by Parent or any of its Subsidiaries, the breach of which would be reasonably likely to have a Parent Material Adverse Effect.
(c) All patents, registered trademarks, service marks and copyrights which are held by Parent or any of its Subsidiaries and which are material to the business of Parent and its Subsidiaries, taken as a whole, are valid and subsisting. Parent (i) has not been sued in any suit, action or proceeding, or received in writing any claim or notice, which involves a claim of infringement of any patent, trademarks, service marks, copyrights or violation of any trade secret or other proprietary right of any third party which, if adversely determined, would be reasonably likely to have a Company Material Adverse Effect; and (ii) has no knowledge that the manufacturing, marketing, licensing or sale of its products infringes any patent, trademark, service xxxx, copyright, trade secret or other proprietary right of any third party, which infringement would reasonably be expected to have a Parent Material Adverse Effect.
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 3.1 (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.
