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.
Patents, Trademarks and Trade Names. Schedule 2(w) sets forth a correct and complete list of (i) all patents, trademarks, trade names and registered copyrights owned by Company or any Company Subsidiary (“Proprietary Intellectual Property”) and (ii) all 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 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 upon Company’s ownership or use of such Intellectual Property. 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.
Patents, Trademarks and Trade Names. (a) Section 3.12 (a) of the Disclosure Schedule lists:
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. 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 mark, trade name, copyright or patent. Seller has not received xxxice of any proceedings instituted or threatened, or any claim, against Seller alleging any such infringement or violation.
Patents, Trademarks and Trade Names. (i) Pharmacia has good title and ownership or rights to all the Intellectual Property Rights necessary for (A) the manufacture of the Product by Pharmacia and the distribution, marketing, promotion and sale by Celltech of the Product in the Territory and the European Territory in accordance with the terms of this Agreement and the other Transaction Documents and (B) the grant by Pharmacia to Celltech of the rights granted hereunder and thereunder.
Patents, Trademarks and Trade Names. (i) Annexed hereto and made a part hereof as Exhibit "U" (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 the 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.
Patents, Trademarks and Trade Names. Rostone owns, or has ------------------------------------ licensed or otherwise has the right to use, all patents, registered trademarks, trade names and registered copyrights (including those set forth on Schedule 3.1(i) hereto) necessary to the conduct of its business as currently conducted, subject to such exceptions which would not, individually or in the aggregate, have a Seller Material Adverse Effect. Except as set forth on Schedule 3.1(i) hereto, Rostone does not own or have any licenses with respect to any patents, registered trademarks, tradenames and registered copyrights. Subject to such claims and other matters as would not, individually or in the aggregate, have a Seller Material Adverse Effect, except as set forth on Schedule 3.1(i), no claims are currently being asserted by any Person to the use of any such patent, trademark, trade name or copyright or challenging or questioning the validity or effectiveness of any such license or agreement; and the use of such patents, trademarks, trade names and copyrights by Rostone and the Subsidiary does not infringe on the rights of any Person.
