Patents, Trademarks and Trade Secrets. To the Company's best knowledge, it and its Subsidiaries own or has sufficient legal rights to all patents, patent rights, licenses, trade secrets, trademarks, service marks, trademark rights, trade names or trade name rights, copyrights, inventions and intellectual property rights necessary for their business as now operated and as proposed to be operated without any known conflict with or infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products. The Company has not received any communications alleging that the Company or any of its Subsidiaries has violated or, by conducting its business as presently conducted or as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of the employees of the Company and its Subsidiaries is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business by the employees of the Company and its Subsidiaries, nor the conduct of the Company's business as proposed, will, to the Company's best knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment, except for inventions, trade secrets or proprietary information that have been assigned to the Company. The Schedule of Exceptions lists all patents and registered trademarks of ...
Patents, Trademarks and Trade Secrets. There are no pending or, to the Company's knowledge, threatened claims against the Company alleging that the Company's business, as conducted or as proposed to be conducted, infringes or conflicts with the rights of others under patents, service marks, trade names, trademarks, copyrights, trade secrets or other proprietary rights. To the Company's knowledge, the Company's business as now conducted does not, and as proposed to be conducted will not, infringe or conflict with the rights of others, including rights under patents, service marks, trade names, trademarks, copyrights, trade secrets and other proprietary rights. To the Company's knowledge, it owns or possesses sufficient legal rights to all the patents, copyrights, trademarks, trade names, service marks, trade secrets and
Patents, Trademarks and Trade Secrets. There is no pending or, to the Company's knowledge, threatened claims against the Company alleging that the conduct of the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Patents, Trademarks and Trade Secrets the Security Agreement is hereby further amended by inserting the following new Section 8.10 immediately following Section 8.9:
Patents, Trademarks and Trade Secrets. There are no pending or overtly threatened claims against Biosource alleging that the conduct of Biosource's business infringes
Patents, Trademarks and Trade Secrets. There are no pending or, to the Company's knowledge, threatened claims against the Company alleging that the Company's business, as conducted or as proposed to be conducted, infringes or conflicts with the rights of others under patents, service marks, trade names, trademarks, copyrights, trade secrets or other proprietary rights ("Intellectual Property Rights"). To the knowledge of the Company, the Company's business as now conducted does not, and as proposed to be conducted will not, infringe or conflict with the rights of others, including Intellectual Property Rights. The Company owns, or possesses sufficient legal rights to use, all Intellectual Property Rights and other rights necessary for the operation of its business as now conducted and as proposed to be conducted without conflict or infringement against the rights of others. Except as set forth in Schedule 3.10, there are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights of any other person or entity, except for those arising from "off-the-shelf" commercial software. To the knowledge of the Company the Company has not violated or, by conducting its business as proposed, would not violate any of the Intellectual Property Rights of any other person or entity. To the knowledge of the Company, no employee or consultant of the Company owns any Intellectual Property Rights which are directly or indirectly competitive with those owned or to be used by the Company or derived from or in connection with the conduct of the Company's business. The Company is not aware of any violation or infringement by a third party of any of the Company's Intellectual Property Rights. The Company has taken and will take reasonable security measures to protect the secrecy, confidentiality and value of all trade secrets useful in the conduct of its business.
Patents, Trademarks and Trade Secrets. FFP does not use any patents for, and has all the copyrights, trademarks, trade names, service marks, trade secrets and other rights necessary for, the operation of its business (including the German language productions division as well as the international productions division). FFP and its subsidiaries (which term, for the purposes of this Agreement, shall be deemed to include FFP Media and Team/FFP) do not rely on any options, licenses or agreements relating to the foregoing granted to any of them by others in order to operate their business as now conducted and as proposed to be conducted. To FFP's knowledge, no employee or consultant of FFP or any of its subsidiaries owns any rights in patents, trademarks, trade names, processes, data or know-
Patents, Trademarks and Trade Secrets. 2.5.1 There are no pending or threatened claims against Luckxxx xxxeging that the conduct of Luckxxx'x xxxiness in connection with the Assets infringes or conflicts with the rights of others under patents, service marks, trade names, trademarks, copyrights, trade secrets, know-how, data or other proprietary or intellectual property rights (collectively, "Intellectual Property Rights"). Luckxxx'x xxxiness as it has been conducted and the use of the Assets in the conduct of Luckxxx'x xxxiness do not infringe or conflict with the rights of others, including the Intellectual Property Rights of others. To Luckxxx'x xxxwledge after due investigation, no employee or consultant of Luckxxx xxxs any Intellectual Property Rights directly or indirectly competitive with those owned or to be used by Luckxxx xx connection with the Assets or derived from or in connection with the conduct of Luckxxx'x xxxiness. Luckxxx xx not aware of any violation or infringement by a third party of any of Luckxxx'x Xxxellectual Property Rights related to the Assets.
2.5.2 Set forth in the Schedule is a true and correct list and summary description of:
(1) all trademark or trade name registrations, copyrights and patents, and all applications pending therefor, which are owned by Luckxxx xxxating to the Assets; and
(2) all licenses (or similar agreements) to Intellectual Property Rights granted by or to Luckxxx xxx relating to the Assets.
2.5.3 Except as disclosed in the Schedule, Luckxxx xxx not agreed to indemnify any person for or against any infringement of any Intellectual Property Right related to the Assets.
2.5.4 All rights to any tangible or intangible property, material to the conduct of Luckxxx'x xxxiness related to the Assets as presently conducted or planned, of any predecessor entity to Luckxxx, xxether or not a limited or general partnership, corporation or other form of business entity, have been validly transferred to Luckxxx xxxe of any adverse claims by any such predecessor entity, or any partner, limited partner, security holder or creditor of any such predecessor entity, and no such property rights remain in any such entity or person.
Patents, Trademarks and Trade Secrets. To the best of the Company's knowledge, information and belief, after due inquiry, there are no pending or threatened claims against the Company alleging that the conduct of the Company's business infringes or conflicts with the rights of others under patents, service marks, trade names, trademarks, copyrights, trade secrets or other proprietary rights. The Company's business as now conducted and as proposed to be conducted will not infringe or conflict with the rights of others, including rights under patents, service marks, trade names, trademarks, copyrights, trade secrets and other proprietary rights. The Company owns or possesses sufficient legal rights to all the patents, copyrights, trademarks, trade names, service marks, trade secrets and other rights necessary for the operation of its business as now conducted and as proposed to be conducted. No employee or consultant of the Company owns any rights in patents, trademarks, trade names, processes, data or know-how directly or indirectly competitive with those owned or to be used by the Company or derived from or in connection with the conduct of the Company's business. The Company is not aware of any violation or infringement by a third party of any of the Company's patents, licenses, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights. The Company has taken and will take reasonable security measures to protect the secrecy, confidentiality and value of all trade secrets useful in the conduct of its business.
Patents, Trademarks and Trade Secrets. The Company owns or has a valid right to use the patents, patent rights, licenses, trade secrets, trademarks, trademark rights, trade names or trade name rights, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and to the Company's knowledge the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, trade secrets, trademarks, trademark rights, trade names or trade name rights, copyrights, inventions and intellectual property rights of others.
