Patents; Trademarks; Other Intellectual Property Sample Clauses

Patents; Trademarks; Other Intellectual Property. The IESI-BFC Entities are the exclusive owners of or have a valid license to use all Intellectual Property used in or necessary to conduct the IESI-BFC Business as presently conducted (the “IESI-BFC Intellectual Property”) and, as of the Closing Date, such IESI-BFC Intellectual Property shall be free and clear of all Liens, except Permitted Liens and restrictions imposed by the terms of any relevant license in the case of any licensed IESI-BFC Intellectual Property. Neither the execution and delivery of this Agreement by the Parties thereto, nor the completion of the Transactions will in any way affect the continuation, validity or effectiveness of the IESI-BFC Intellectual Property or require the consent, waiver, approval, authorization of, notice to, or designation, registration, declaration or filing with, any party or third party in respect of the IESI-BFC Intellectual Property, except as would not be reasonably expected to result in a Material Adverse Effect. No IESI-BFC Entity is in material breach of any license to use IESI-BFC Intellectual Property. To IESI-BFC’s Knowledge: (i) the conduct of the IESI-BFC Business does not infringe, misappropriate or otherwise violate the intellectual property rights of any third Person and no claims or proceedings have been instituted or threatened alleging such infringement, misappropriation or violation; and (ii) no other Person has infringed, misappropriated or otherwise violated any of the rights in the IESI-BFC Intellectual Property owned by a IESI-BFC Entity, and no claims or proceedings have been instituted or threatened, alleging any such infringement, misappropriation or violation.
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Patents; Trademarks; Other Intellectual Property. Except as may be set forth in Schedule 3.15 hereto: (a) none of the Companies has any material patents, patent rights, trademarks, trade names or service marks, copyrights, inventions, formulas, confidential proprietary technical information, trade secrets, websites, domain names, artwork, graphics, know-how or other intellectual property, (individually, and collectively, the “Intellectual Property”) whether registered or unregistered, or applications with respect thereto, nor, to Seller’s Knowledge, does any Company require any such rights, in connection with its business as presently and formerly conducted; (b) each Company is the exclusive owner of its respective Intellectual Property, and the inventions covered thereby, listed in Schedule 3.15, if any, free and clear of all Liens as of the Closing Date except Permitted Liens; (c) to Seller’s Knowledge, none of the Companies is infringing, or otherwise acting adversely to, any such rights of others in a manner reasonably expected to be material to the Business; (d) since January 1, 2010, no Company has received written notice regarding any alleged infringement or adverse action of the type described in clause (c) of this Section 3.15; (e) to Seller’s Knowledge, none of the Intellectual Property is being infringed on by any other Person; (f) none of the Companies has received any written opinions of counsel relating to the infringement, invalidity or unenforceability of any Intellectual Property; (g) none of the Companies nor any employee or consultant of any of the Companies has any agreements or arrangements with former employers or, in the case of consultants, former or current clients, which result in such employees, consultants or former or current clients of such consultants having any rights in, or claims on any of the Intellectual Property; and (h) each Intellectual Property registration and filing listed on Schedule 3.15 is valid and in full force and effect.
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Patents; Trademarks; Other Intellectual Property. The WSI Entities are the exclusive owners of or have a valid license to use all Intellectual Property used in or necessary to conduct the WSI Business as presently conducted (the “WSI Intellectual Property”) and, as of the Closing Date, such WSI Intellectual Property shall be free and clear of all Liens, except Permitted Liens and restrictions imposed by the terms of any relevant license in the case of any licensed WSI Intellectual Property. Neither the execution and delivery of this Agreement by the Parties thereto, nor the completion of the Transactions will in any way affect the continuation, validity or effectiveness of the WSI Intellectual Property or require the consent, waiver, approval, authorization of, notice to, or designation, registration, declaration or filing with, any party or third party in respect of the WSI Intellectual Property, except as would not be reasonably expected to result in a Material Adverse Effect. No WSI Entity is in material breach of any license to use the WSI Intellectual Property. To WSI’s Knowledge: (i) the conduct of the WSI Business does not infringe, misappropriate or otherwise violate the intellectual property rights of any third Person and no claims or proceedings have been instituted or threatened alleging such infringement, misappropriation or violation; and (ii) no other Person has infringed, misappropriated or otherwise violated any of the rights in the WSI Intellectual Property owned by a WSI Entity, and no claims or proceedings have been instituted or threatened, alleging any such infringement, misappropriation or violation.
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Patents; Trademarks; Other Intellectual Property. The WSI Entities are the exclusive owners of or have a valid license to use all Intellectual Property used in or necessary to conduct the WSI Business as presently conducted (the “WSI Intellectual Property”) and, as of the Closing Date, such WSI Intellectual Property shall be free and clear of all Liens, except Permitted Liens and restrictions imposed by the terms of any relevant license in the case of any licensed WSI Intellectual Property. Neither the execution and delivery of this Agreement by the Parties thereto, nor the completion of the Transactions will in any way affect the continuation, validity or effectiveness of the WSI Intellectual Property or require the consent, waiver, approval, authorization of, notice to, or designation, registration, declaration or filing with, any party or third party in respect of the WSI Intellectual Property, except as would not be reasonably expected to result in a Material Adverse
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Related to Patents; Trademarks; Other Intellectual Property

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Patents, Trademarks, Copyrights and Licenses All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the 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 patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower 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 software used by any Borrower, such Borrower 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 5.9 hereto.

  • Other Intellectual Property All rights in respect of all --------------------------- Intellectual Property of CSI, other than registered Intellectual Property and applications therefor, related to the Products or otherwise used by the Company Business at the Transformation Date (collectively the "Contributed Non-Registered Intellectual Property") ------------------------------------------------ and any remedies against any and all past, present and future infringements thereof and rights to protection of interest therein.

  • Patents, Trademarks, Etc Each Borrower and their Subsidiaries owns, possesses, or has the right to use all necessary Patents, licenses, Trademarks, Copyrights, permits and franchises to own its properties and to conduct its business as now conducted, without known conflict with the rights of any other Person. Any and all obligations to pay royalties or other charges with respect to such properties and assets are properly reflected on the financial statements described in Section 4.1.11 (Financial Condition).

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Patents, Trademarks, Copyrights, Licenses, Etc Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others.

  • Patents, Trademarks There are no material patents, patent rights, trademarks, service marks, trade names, copyrights, licenses or other intellectual property rights with respect to the Leased Property that are necessary for the operation of the Leased Property by the Lessee, except to the extent that the Lessee has rights in respect thereof without material payment of royalties or other material licensing payments, which rights may be freely leased, licensed or otherwise provided to Lessor or any successor owner, lessee, user or operator of the Leased Property pursuant to the Operative Documents.

  • Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.

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