Patents, Trademarks and Trade Names. 12.10.1 With respect to Claims of patent infringement made by third persons, the Parties shall defend, indemnify, protect and save harmless the other from and against all Claims arising out of the improper combining with or use by the indemnifying Party of any circuit, apparatus, system or method provided by that Party or its subscribers in connection with the Interconnection arrangements furnished under this Agreement.
12.10.2 No license under patents is granted by either Party to the other, or shall be implied or arise by estoppel with respect to any circuit, apparatus, system, or method used by either Party in connection with any Interconnection Arrangements or services furnished under this Agreement.
12.10.3 Nothing in this Agreement will grant, suggest, or imply any authority for one Party to use the name, trademarks, service marks, or trade names of the other for any purpose whatsoever, absent prior written consent of the other Party.
Patents, Trademarks and Trade Names. Schedule 2(w) sets forth, to the Company’s best knowledge, a correct and complete list of (i) all material patents, trademarks, trade names and registered copyrights owned by Company or any Company Subsidiary (“Proprietary Intellectual Property”) and (ii) all material patents, trademarks, trade names, copyrights, technology and processes used by Company and the Company Subsidiaries in their respective businesses which are used pursuant to a license or other right granted by a third party, excluding computer software purchased with a shrink-wrap license (the “Licensed Intellectual Property,” and together with the Proprietary Intellectual Property herein referred to as the “Intellectual Property”). Company and each Company Subsidiary owns, or has the right to use pursuant to valid and effective agreements, all Intellectual Property. No claims are pending or, to the best knowledge of the Company and each Subsidiary, threatened against Company or any Company Subsidiary by any person with respect to the use of any Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to such Intellectual Property. To the best knowledge of the Company, the current use by Company and each Company Subsidiary of the Intellectual Property does not infringe on the rights of any person, except for such infringements which in the aggregate could not reasonably be expected to have a Material Adverse Effect. There are no pending claims or charges brought by Company or any Company Subsidiary against any person with respect to the use of any Intellectual Property or the enforcement of any of Company’s or any Company Subsidiary’s rights relating to the Intellectual Property. Except as set forth in Schedule 2(w), Company has not signed a confidentiality agreement with, executed an agreement with, or, to the Company’s knowledge, entered into negotiations with, A2D, LP (or any other person) relating to any license for interactive voice response system technology owned by Xxxxxx X. Xxxx Technology Licensing.
Patents, Trademarks and Trade Names. Schedule 4.15 attached hereto sets forth a true and correct listing of all patents, trade names, trademarks, service marks, common-law trademarks, copyrights, domain names, websites and all registrations and applications for any of the foregoing, owned, possessed, licensed or used by each Group Company or otherwise used in the Acquired Business. Except as set forth in Schedule 4.15 attached hereto, each Group Company owns the entire right, title and interest in and to the items listed on Schedule 4.15, and such items are not subject to any pending or, to the Knowledge of the Sellers, threatened litigation or other adverse claims. Such items do not violate any Intellectual Property Rights of any other Person, and as to such items there have been no claims or assertions by any other Person of infringement of the same by either Group Company. None of the items listed on Schedule 4.15 is invalid or unenforceable, and all filings required to keep such items effective and enforceable have been made by the applicable Group Company. All Intellectual Property Rights owned or held by any of the Sellers, by any employee of either Group Company or by any other Person affiliated with the Sellers or either Group Company and used in the Acquired Business have been duly and effectively assigned and transferred to the applicable Group Company. No Group Company has infringed, misappropriated or otherwise conflicted with, and the operation of the Acquired Business as currently conducted will not infringe, misappropriate or otherwise conflict with, any Intellectual Property Rights of any Person, and no Group Company has received notice of any claims alleging any of the foregoing. Each Group Company owns and possesses, or has a valid and enforceable right to use, all Intellectual Property Rights used by such Group Company in the operation of the Acquired Business as presently conducted, including with limitation valid licenses for all software used in the Acquired Business.
Patents, Trademarks and Trade Names. (a) Section 3.12(a) of the Disclosure Schedule lists:
(i) all patents held by the Seller for use in or which are otherwise used in the Seller's business, and all reissues, divisions, continuations and extensions thereof and all pending patent applications by or for the Seller's benefit, including for each such patent the serial or patent number, country, filing and expiration date and title;
(ii) all registered and unregistered trademarks, trade names and service marks owned by the Seller for use in or which are otherwise used in the Seller's business, and all pending registrations of trademarks, trade names and service marks which are or were intended to be used in the Seller's business, including for each such trademark, trade name or service mark xxx registration number, country, filing and expiration date, mark xxx class, and date of application; and
(iii) all registered copyrights of the Seller or which are used by the Seller in the Seller's business, and applications for registration of copyrights, which are or were intended to be used in the Seller's business, including the registration number, country, filing and expiration date of each such copyright.
(b) Section 3.12(b) of the Disclosure Schedule identifies all licenses (whether as licensor, licensee or otherwise) and other contracts or commitments to which the Seller is a party or to which the Seller or any of the Seller's assets is otherwise subject relating to any trademarks, trade names, service marks or copyrights (or applications for any thereof), trade secrets or other proprietary Know-How, processes or technology which are or have been used in or cover products that are under development or were under development in connection with the Seller's business.
(c) Except as set forth in Section 3.12(c) of the Disclosure Schedule, (i) no claims have been asserted by any person to the use of any such patents, trademarks, trade names, service marks, copyrights or to any trade secrets, technology, Know-How or processes used by the Seller or challenging or questioning the validity or effectiveness of any license or agreement referred to in this Section 3.12, and there is no valid basis for any such claim; (ii) the Seller has not, nor has been alleged to have, infringed upon any patent, trademark, trade name, service mark xx copyright or misappropriated or misused any invention, trade secret or other proprietary
Patents, Trademarks and Trade Names. The Guarantor owns valid, enforceable and transferable rights in all trademarks, patents, service marks, trade names, copyrights (including registrations, licenses and applications pertaining thereto) or confidential or proprietary technology, know-how, trade secrets, formulae or processes (including proprietary software) (the “INTELLECTUAL PROPERTY”) used by it in the Business. The Intellectual Property rights owned by the Guarantor include all rights necessary for the operation of the Business as presently conducted and, to the best of the Corporation’s knowledge, as proposed to be conducted in the Business Plan, and such rights will not cease to be valid by reason of the execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions. All of the Intellectual Property used by the Corporation in the Business is owned by it free and clear of any Encumbrance. The Intellectual Property includes, without limitation, the pending and registered trademarks and service marks, the reserved trade names, the registered copyrights, and the filed patent applications and issued patents. Exhibit A sets forth: (i) for each patent, the number and subject matter for each country in which such patent has been issued or, if applicable, the application number, date of filing and subject matter for each country; (ii) for each trademark, trade name or service xxxx, the application serial number or registration number; and (iii) for each copyright, the name and number. True, complete and correct copies of all patents, trademarks, trade names and service marks (including pending applications) owned, controlled, created or used by or on behalf of the Guarantor have been provided to the Investor prior to the Closing. The Guarantor has no obligation to compensate any Person for the use of any Intellectual Property, and the Guarantor has not granted to any Person any license, option or other rights to use in any manner any of its Intellectual Property, whether requiring the payment of royalties or not, outside the ordinary course of business, except for licenses to its customers. There are no pending or, to the best of the Guarantor’s knowledge, overtly threatened claims of patent, trade name, trademark or copyright infringement, or of misappropriation or misuse of trade secrets or confidential information, against the Corporation. No Person has notified the Guarantor that it is claiming any ownership of or right to use any of the Intellect...
Patents, Trademarks and Trade Names. Except for the aforesaid Buyer's Supplies, all royalties and licensing and engineering fees required for incorporating patented features or proprietary articles into the Vessel shall be paid by the Builder. The Builder shall indemnify and save the Buyer harmless from all claims, damages and costs, including costs of defense, in Korea or elsewhere, resulting from any alleged patent, trademark or trade name infringement based upon the design, construction or use of the Vessel or any part thereof furnished by the Builder, its suppliers or subcontractors. The Buyer shall notify the Builder of any such claim of which the Buyer has notice and the Builder shall assume the responsibility and defense thereof at the Builder's expense.
Patents, Trademarks and Trade Names. Schedule III(J) to this Agreement contains a complete and accurate description of all trademarks (including service marks), trademark registrations, and applications therefore, trade names, copyrights and copyright registrations, and applications therefore, patents, patent applications and patent licenses owned by Seller and used in connection with the Business. In the operation of the Business, to the best of Seller's knowledge, Seller is not infringing upon, or otherwise violating the rights of any third party with respect to, any trademark, service xxxx, trade name, copyright or patent. Seller has not received notice of any proceedings instituted or threatened, or any claim, against Seller alleging any such infringement or violation.
Patents, Trademarks and Trade Names. (a) Except as provided in Schedule 4.14, each Subsidiary owns, or has the sole and exclusive right to use, all Intellectual Property (as herein defined) used in or necessary for the conduct of its business substantially as it is now conducted, and the consummation of the transactions contemplated hereby will not alter or impair the use of any such rights by the Subsidiaries in any material respect. To the knowledge of the Seller, no claims have been asserted during the past five years by any Person against the use by any of the Subsidiaries of, or challenging or questioning the validity or effectiveness of, any Intellectual Property used by any of the Subsidiaries, or any license or agreement related thereto ("Intellectual Property Licenses"), and the Seller does not know of any valid basis for any such claim. To the knowledge of the Seller, the use of such Intellectual Property by each of the Subsidiaries is not in violation of and does not infringe any material patent, trademark, trade name, copyright, technology, knowhow or process or other proprietary or trade rights of any third party.
(b) Schedule 4.14 sets forth a complete and accurate list of all U.S. and foreign copyright registrations, copyright applications, patents and patent applications, trademark and service mark registxxxxons (including Internet domain name registrations), trademark and service mark axxxxcations and material unregistered trademarks and service marks included within the Intellectual Property.
(c) Except with respect to unregistered trademarks and service marks, each owner listed on Schedule 4.14 is listed in the records of the appropriate governmental entity as the sole owner of record of the Intellectual Property.
(d) Schedule 4.14 lists all Software (as herein defined) which is owned ("Proprietary Software") or licensed, leased or otherwise used by any of the Subsidiaries (other than "off-the-shelf" Software), and identifies which Software is owned, licensed, leased or otherwise used, as the case may be.
(e) Schedule 4.14 sets forth a complete and accurate list of all agreements (other than agreements with respect to "off-the-shelf" Software) between any of the Subsidiaries, on the one hand, and any Person, on the other hand, granting any right to use or practice any rights under any of the Intellectual Property owned either by any of the Subsidiaries or by any other Person (collectively, "Intellectual Property Licenses").
(f) None of the Subsidiaries has received notice o...
Patents, Trademarks and Trade Names. (i) Annexed hereto and made a part hereof as Exhibit "DD" (Article "7(BB)"), is a detailed schedule and description of all intellectual property, patents, patent applications, trademarks, trade names, copyrights or licenses presently owned or held by SPI or with respect to which SPI holds any license which is required or utilized, or contemplated to be required or utilized, in SPI's business operations (collectively, the "Intellectual Property"). All rights of SPI to the Intellectual Property will continue to be legal, valid, binding, enforceable, and in full force and effect after the consummation of the transactions contemplated by this Agreement. No activity, or contemplated activity, by SPI, including but not limited to, the manufacture or sale of products by SPI and none of the processes or designations used, or contemplated to be used, in its business, infringes upon any valid patent, trademark or copyright of any other person or entity.
(ii) Except as set forth on Exhibit "DD" (Article "7(BB)"), SPI is the sole and exclusive owner of all right, title and interest in the Intellectual Property and all proprietary rights therein, free and clear of any security interest, license or restriction, and except as set forth on Exhibit "DD" (Article "7(BB)"), SPI has not granted to any other person, firm, or corporation, any right, license, shop-right, or privilege with respect to the Intellectual Property. SPI knows of no statutory bars or prior art which would adversely affect the Intellectual Property.
(iii) SPI has the sole and exclusive right to manufacture and sell the products it contemplates selling and perform the services it contemplates performing under the names set forth on Exhibit "DD" (Article "7(BB)"). There are no claims of third parties against SPI with respect to the use of any names set forth on Exhibit "DD" (Article "7(BB)").
(iv) SPI has not interfered with, infringed with, infringed upon, misappropriated or otherwise come into conflict with any rights of any third person which would adversely affect the Intellectual Property; and SPI has not received any charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that SPI must license or refrain from using the Intellectual Property). Except as set forth on Exhibit "DD" (Article "7(BB)"), no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with the Intellectual...
Patents, Trademarks and Trade Names. The GuildMaster Disclosure Letter sets forth a correct and complete list of (i) all patents, trademarks, trade names and registered copyrights owned by GuildMaster which are material to its business taken as a whole (collectively, the "GuildMaster Proprietary Intellectual Property") and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by GuildMaster in its business which are material to its business taken as a whole and are used pursuant to a license or other right granted by a third party (collectively the "GuildMaster Licensed Intellectual Property", and together with the GuildMaster Proprietary Intellectual Property herein referred to as the "GuildMaster Intellectual Property"). GuildMaster owns or has the right to use pursuant to valid and effective agreements, all GuildMaster Intellectual Property, and the consummation of the transactions contemplated hereby will not alter or impair any such rights. No claims are pending or, to the best knowledge of GuildMaster, threatened against GuildMaster by any person with respect to the use of any GuildMaster Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same. The current use by GuildMaster of the GuildMaster Intellectual Property does not infringe on the rights of any person, except for such infringements which in the aggregate could not reasonably be expected to have a material adverse effect upon GuildMaster's ownership or use of the GuildMaster Intellectual Property. There are no pending claims or charges brought by GuildMaster against any person with respect to the use of any GuildMaster Intellectual Property or the enforcement of any of GuildMaster's rights relating to the GuildMaster Intellectual Property.
