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Common use of Patents, Trademarks, Copyrights and Licenses Clause in Contracts

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mark applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Loan Party are set forth on Schedule 5.10 (as such Schedule may be updated from time to time), are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the patents, trademarks, service marks, copyrights, design rights, tradenames, assumed names, trade secrets and licenses which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or license and no Loan Party is aware of any grounds for any challenge, except as set forth in Schedule 5.10. Each patent, patent application, patent license, trademark, trademark application, trademark license, service mark, service mark application, service mark license, design right, copyright, copyright application and copyright license owned or held by any Loan Party consists of original material or property developed by such Loan Party or was lawfully acquired by such Loan Party from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all customized software licensed by any Loan Party, such Loan Party is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.10.

Appears in 2 contracts

Samples: Credit Agreement (Ramaco Resources, Inc.), Credit and Security Agreement (Ramaco Resources, Inc.)

Patents, Trademarks, Copyrights and Licenses. All issued patents, patent applications, trademarkstrademark registrations, trademark applications, service marksxxxx registrations, service mark xxxx applications, copyrights, registered copyrights and copyright applications, design rights, tradenames, assumed names, trade secrets and licenses applications owned or utilized by any the Loan Party Parties as of the Closing Date are set forth on Schedule 5.10 (as such Schedule may be updated from time 5.9, to time)the knowledge of the Loan Parties, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all Bodies, except as set forth in Schedule 5.9; to the knowledge of the patentsLoan Parties, trademarks, service marks, copyrights, design rights, tradenames, assumed names, trade secrets and licenses which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patentmaterial Patent, trademark, copyright, design right, tradename, trade secret Trademark or license Copyright owned by a Loan Party and no Loan Party is aware of any grounds for any such challenge, except as set forth in Schedule 5.105.9 hereto. Each patentExcept as set forth in Schedule 5.9 hereto, patent applicationon the Closing Date, patent licenseeach material Patent, trademark, trademark application, trademark license, service mark, service mark application, service mark license, design right, copyright, copyright application Trademark and copyright license Copyright owned or held by any each Loan Party consists of original material or property developed by or on behalf of such Loan Party or was lawfully acquired or licensed by such Loan Party from a third party. On the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With Closing Date, with respect to all customized material software licensed owned by any Loan PartyParty (other than off-the-shelf products), such Loan Party is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.105.9 hereto. Except as set forth on Schedule 5.9 or as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, on the Closing Date, all Intellectual Property material to the business of each Loan Party and each of its Subsidiaries (i) is subsisting in full force and effect, has not been terminated, cancelled, expired, or abandoned, and is valid and enforceable; (ii) has been prosecuted in accordance with all Applicable Laws; (iii) has been protected with adequate safeguards and security to maintain any trade secrets, and confidential or proprietary information; (iv) is not the subject of any third party challenge, whether judicial, administrative or otherwise, as to ownership, registerability, validity or enforceability; (v) has not been the subject of any written notice alleging that it is invalid or unenforceable or challenging ownership or registerability; and (vi) includes all the intellectual property rights reasonably required to conduct such Person’s business. Except as set forth on Schedule 5.9, on the Closing Date, no stockholder, officer, director or any Affiliate of any Loan Party or any of its Subsidiaries owns or possesses any rights in any Intellectual Property used by any of the Loan Parties or any of their Subsidiaries and material to the operations of their businesses. Except as set forth on Schedule 5.9 or except for such allegations which, if proven to be true, individually or in the aggregate as could not reasonably be expected to result in a Material Adverse Effect, on the Closing Date, no Loan Party and no Subsidiary of a Loan Party has (i) received any written notice alleging (x) infringement or notice of any other complaint that its operations infringe or misappropriate rights under any intellectual property of any third party, or (y) unfair trade practices or passing off of counterfeit goods; (ii) knowledge of any such infringement, misappropriation, unfair trade practices or passing off of counterfeit goods, or (iii) wrongfully employed any trade secrets or any confidential information or documentation proprietary to any former employer, or any other Person.

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Boot Barn Holdings, Inc.), Revolving Credit and Security Agreement (Boot Barn Holdings, Inc.)

Patents, Trademarks, Copyrights and Licenses. All issued patents, patent applications, trademarkstrademark registrations, trademark applications, service marksxxxx registrations, service mark xxxx applications, copyrights, registered copyrights and copyright applications, design rights, tradenames, assumed names, trade secrets and licenses applications owned or utilized by any the Loan Party Parties as of the Restatement Effective Date are set forth on Schedule 5.10 (as such Schedule may be updated from time 5.9, to time)the knowledge of the Loan Parties, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all Bodies, except as set forth in Schedule 5.9; to the knowledge of the patentsLoan Parties, trademarks, service marks, copyrights, design rights, tradenames, assumed names, trade secrets and licenses which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patentmaterial Patent, trademark, copyright, design right, tradename, trade secret Trademark or license Copyright owned by a Loan Party and no Loan Party is aware of any grounds for any such challenge, except as set forth in Schedule 5.105.9 hereto. Each patentExcept as set forth in Schedule 5.9 hereto, patent applicationeach material Patent, patent license, trademark, trademark application, trademark license, service mark, service mark application, service mark license, design right, copyright, copyright application Trademark and copyright license Copyright owned or held by any each Loan Party consists of original material or property developed by or on behalf of such Loan Party or was lawfully acquired or licensed by such Loan Party from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereofa third party. With respect to all customized material software licensed owned by any Loan PartyParty (other than off-the-shelf products), such Loan Party is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.10.5.9 hereto. Except as set forth on Schedule 5.9 or as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, all Intellectual Property material to the business of each Loan Party and each of its Subsidiaries (i) is subsisting in full force and effect, has not been terminated, cancelled, expired, or abandoned, and is valid and enforceable; (ii) has been prosecuted in accordance with all Applicable Laws; (iii) has been protected with adequate safeguards and security to maintain any trade secrets, and confidential or proprietary information; (iv) is not the subject of any third party challenge, whether judicial, administrative or otherwise, as to ownership, registerability, validity or enforceability; (v) has not been the subject of any written notice alleging that it is invalid or unenforceable or challenging ownership or registerability; and (vi) includes all the intellectual property rights reasonably required to conduct such Person’s business. Except as set forth on Schedule 5.9, no stockholder, officer, director or any Affiliate of any Loan Party or any of its Subsidiaries owns or possesses any rights in any Intellectual Property used by any of the Loan Parties or any of their Subsidiaries and material to the operations of their businesses. Except as set forth on Schedule 5.9 or except for such allegations which, if proven to be true, individually or in the aggregate as could not reasonably be expected to result in a Material Adverse Effect, no Loan Party and no Subsidiary of a Loan Party has (i) received any written notice alleging (x) infringement or notice of any other complaint that its operations infringe or misappropriate rights under any intellectual property of any third party, or (y) unfair trade practices or passing off of counterfeit goods; (ii) knowledge of any such infringement, misappropriation, unfair trade practices or passing off of counterfeit goods, or (iii) wrongfully employed any trade secrets or any confidential information or documentation proprietary to any former employer, or any other Person..

Appears in 2 contracts

Samples: Term Loan and Security Agreement (Boot Barn Holdings, Inc.), Term Loan and Security Agreement (Boot Barn Holdings, Inc.)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mark xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Loan Party are set forth on Schedule 5.10 (as such Schedule may be updated from time to time)5.9, are valid (subject to any disclaimers duly filed by a Loan Party) and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the patents, trademarks, service marks, copyrights, design rights, tradenames, assumed names, trade secrets and licenses Intellectual Property rights of each Loan Party which are necessary for the operation of its business; there is no . No Loan Party has Knowledge of any objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or license and no Loan Party is aware of any grounds for any such challenge, except as may be set forth in Schedule 5.105.9 hereto. Each Except as disclosed on Schedule 5.9(a), each patent, patent application, patent license, trademark, trademark application, trademark license, service markxxxx, service mark xxxx application, service mark xxxx license, design right, copyright, copyright application and copyright license of a material nature owned or held by any Loan Party consists and all trade secrets used by any Loan Party consist of original material or property developed by such Loan Party or was lawfully acquired by such Loan Party from the proper and lawful owner thereof. Each of such items has been maintained so as to to, in all material respects, preserve the value thereof from the date of creation or acquisition thereof. With respect to all customized software licensed used by any Loan Party, such Loan Party is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreementagreement or similar agreement which ensures such Loan Party’s practical ability to utilize such software, each such source code escrow agreement or similar agreement being listed on Schedule 5.105.9 hereto. As of the Closing Date, the estimated aggregate book value of all Inventory of Borrower which is identified by, associated with, intended to be sold under or otherwise subject to a trademark, patent or other Intellectual Property, which Intellectual Property is (a) owned by another Person and is licensed to Borrower and (b) not fully assignable to both Borrower and Agent, does not exceed $1,000,000.

Appears in 2 contracts

Samples: Loan and Security Agreement (Vision-Ease Lens, Inc.), Revolving Credit, Term Loan and Security Agreement (Vision-Ease Lens CORP)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mark mxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Loan Party with respect to the conduct of its business or which are otherwise of a material nature are set forth on Schedule 5.10 5.9 (as such Schedule may be updated from time to timeother than for licenses of software that are widely commercially available), are valid and have been duly and, if registered or filed with all appropriate Governmental Bodies and constitute a governmental authority, the registration information relating thereto is contained on Schedule 5.9. The foregoing constitutes all of the patents, trademarks, service marks, copyrights, design rights, tradenames, assumed names, trade secrets and licenses material intellectual property rights which are necessary for the operation of its business; the business of each Loan Party. Further, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or license and no Loan Party is aware of any grounds for any challenge, except as set forth in Schedule 5.105.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service markmxxx, service mark mxxx application, service mark mxxx license, design right, copyright, copyright application and copyright license owned or held by any Loan Party consists and all trade secrets used by any Loan Party consist of original material or property developed by such Loan Party or was lawfully acquired by such Loan Party from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all customized material software licensed used by any Loan Party, including without limitation the software program “InFO Online” program, such Loan Party is in possession of or otherwise has feasible access to all source and object codes related to each such piece of software or is (and to the beneficiary of extent a source code escrow agreementagreement is in place, each such source code escrow agreement being is listed on Schedule 5.105.9 hereto). Further, with respect to the “InFO Online” program the source and object code relating thereto is stored on the Loan Party’s computer network at its headquarters facility located at 1000 XX 00xx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxxxx 00000 and also at an offsite storage facility of Borrower at Bank of America Safety Deposit Box #4217, 5000 X. Xxx, Xxxxxxxx Xxxx, XX.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Maxum Petroleum Holdings, Inc.)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mark mxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Loan Party are set forth on Schedule 5.10 (as such Schedule may be updated from time to time5.9(a), are valid and and, if owned by a Loan Party, have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the patents, trademarks, service marks, copyrights, design rights, tradenames, assumed names, trade secrets and licenses which are necessary for the operation of its business; there except for such items that are common law rights or where the Loan Party has made a commercially reasonable business judgment not to do so. There is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or license and no Loan Party is aware of any grounds for any challenge, except as set forth in Schedule 5.105.9(b) hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service markmxxx, service mark mxxx application, service mark mxxx license, design right, copyright, copyright application and copyright license owned or held by any Loan Party consists of original material or property developed by such Loan Party or was lawfully acquired by such Loan Party from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof, except where the Loan Party has made a commercially reasonable business judgment not to do so. With respect to all customized software licensed by any Loan Party, such Loan Party is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.105.9(c) hereto.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Lesco Inc/Oh)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mark xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Loan Party or its respective Subsidiaries are set forth on Schedule 5.10 (as such Schedule may be updated from time to time)5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the patents, trademarks, service marks, copyrights, design rights, tradenames, assumed names, trade secrets and licenses intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradename, trade secret or license and no Loan Party or Subsidiary of such Loan Party is aware of any grounds for any challenge, except as set forth in Schedule 5.105.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service markxxxx, service mark xxxx application, service mark xxxx license, design right, copyright, copyright application and copyright license owned or held by any Loan Party consists or its Subsidiaries and all trade secrets used by any Loan Party or its Subsidiaries consist of original material or property developed by such Loan Party or applicable Subsidiary or was lawfully acquired by such Loan Party or Subsidiary of such Loan Party from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all customized software licensed used by any Loan Party or the respective Subsidiaries of any Loan Party, such Loan Party Person is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.105.9 hereto unless the absence of such source and object codes would not result in a Material Adverse Effect.

Appears in 1 contract

Samples: Revolving Credit, Term Loan, Capital Expenditure Loan, Guaranty, and Security Agreement (HLM Design Inc)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mark mxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Loan Party Borrower are set forth on Schedule 5.10 (as such Schedule may be updated from time 5.9, are, to time)the best of Borrower’s knowledge, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the patents, trademarks, service marks, copyrights, design rights, tradenames, assumed names, trade secrets and licenses material intellectual property rights which are necessary for the operation of its businessbusiness (other than mass marketed commercially available software); there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or license and no Loan Party neither any Borrower nor any Guarantor is aware of any grounds for any challenge, except as set forth in Schedule 5.105.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service markmxxx, service mark mxxx application, service mark mxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Loan Party consists Borrower or any Guarantor and all trade secrets used by any Borrower or any Guarantor consist of original material or property developed by such Loan Party Borrower or such Guarantor or was lawfully acquired by such Loan Party Borrower or such Guarantor from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all customized software licensed used by any Loan PartyBorrower or any Guarantor, such Loan Party Borrower or such Guarantor is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.105.9 hereto.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Horizon Offshore Inc)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, trademark license, service marks, service mark appxxxxtions, copyrights, copyright applications, tradenames, assumed names and licenses owned or utilized by any Loan Party are set forth on Schedule 5.9. Each patent, patent application, trademark, trademark application, trademark license, service mark, sexxxxe mark appxxxxtion, copyright and copyright application showed on Schedule 5.9 has been duly registered or filed with all appropriate Governmental Bodies. All patents, patent applications, trademarks, trademark applications, trademark license, service marks, service mark appxxxxtions, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Loan Party are set forth on Schedule 5.10 (as such Schedule may be updated from time to time), are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the patents, trademarks, service marks, copyrights, design rights, tradenames, assumed names, trade secrets and licenses intellectual property rights which are necessary for the operation of its business; and there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or license and no Loan Party is aware of any grounds for any challenge, except as set forth in Schedule 5.105.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service mark, service sexxxxe mark applicationappxxxxtion, service mark licenselicxxxx, design right, copyright, copyright application and copyright license owned or held by any Loan Party and each trade secret used by any Loan Party consists of original material or property developed by such Loan Party or was lawfully acquired by such Loan Party from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all customized software licensed used by any Loan Party, such Loan Party is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.105.9 hereto.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (TCP International Holdings Ltd.)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mark xxxx applications, copyrights, copyright applications, design rights, tradenamestrade names, assumed names, trade secrets and licenses owned or utilized by any Loan Party or any of their Subsidiaries are set forth on Schedule 5.10 5.9 (as such Schedule schedule may be updated from time to timetime be updated by Administrative Borrower providing written notice to the Lender of any newly acquired Intellectual Property rights, so long as Loan Parties have taken (or caused to be taken) all steps required by the Lender to perfect the Lender’s Lien therein), are valid and have been duly registered or filed with all appropriate Governmental Bodies Body and constitute all of the patents, trademarks, service marks, copyrights, design rights, tradenames, assumed names, trade secrets and licenses Intellectual Property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradenametrade name, trade secret or license and no Loan Party nor any Subsidiary of any Loan Party is aware of any grounds for any challenge, except as set forth in Schedule 5.10. Each patent, patent application, patent license, trademark, trademark application, trademark license, service markxxxx, service mark xxxx application, service mark xxxx license, design right, copyright, copyright application and copyright license owned or held by any Loan Party consists or any such Subsidiary and all trade secrets used by any Loan Party or any such Subsidiary consist of original material or property developed by such Loan Party or such Subsidiary or was lawfully acquired by such Loan Party or such Subsidiary from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all customized software licensed used by any Loan Party, such Loan Party is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.105.9 (as such schedule may from time to time be updated by Administrative Borrower providing written notice to the Lender of any newly acquired Intellectual Property rights, so long as Loan Parties have taken (or caused to be taken) all steps required by the Lender with respect thereto).

Appears in 1 contract

Samples: Credit and Security Agreement (Primo Water Corp)