Patents, Trademarks, Service Marks and Copyrights Sample Clauses

Patents, Trademarks, Service Marks and Copyrights. (a) Such Constituent Company owns all material patents, trademarks, service marks and copyrights (collectively “Proprietary Rights”), if any, necessary to conduct its business, or possesses adequate licenses or other rights (except for licenses for the use of non-customized software), if any, therefor, without conflict with the rights of others. (b) To its knowledge, such Constituent Company has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties. To its knowledge, use of the Proprietary Rights does not require the consent of any other person and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any material Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any material Proprietary Right. To its knowledge, each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.

Patents, Trademarks, Service Marks and Copyrights. (a) ELS ESI owns all material patents, trademarks, service marks and copyrights (collectively “Proprietary Rights”), if any, necessary to conduct its business, or possesses adequate licenses or other rights (except for licenses for the use of non-customized software), if any, therefor, without conflict with the rights of others. (b) To its knowledge, ELS ESI has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties. To its knowledge, use of the Proprietary Rights does not require the consent of any other person and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any material Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any material Proprietary Right. To its knowledge, each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.

Patents, Trademarks, Service Marks and Copyrights. (a) Section 3.18 of the Company Disclosure Schedules lists the following with respect to Proprietary Rights of the Company or any Subsidiary: (i) all of the Issued Patents, Registered Trademarks and Registered Copyrights owned by the Company, setting forth in each case the jurisdictions in which each has been issued or registered; (ii) all Patent Applications and Trademark Applications owned by the Company, setting forth in each case the jurisdictions in which each has been filed; and (iii) all Proprietary Rights owned by any other Person and licensed by such Person to the Company to make, use or sell the Company Products, setting forth in each case any issued patents or registrations, any application for registration, the jurisdictions in which the foregoing have been issued or filed (as the case may be) and the nature of the right, title or interest held by the Company; and (iv) any unregistered Trademarks or Copyrights owned by the Company that are material to the business of the Company or used in association with any product or service of the Company. (b) The Company has good and valid title to all of the Issued Patents, Patent Applications, Trademark Applications, Registered Trademarks and Registered Copyrights identified in Section 3.18 of the Company Disclosure Schedules, free and clear of all Encumbrances. (c) The Company has provide true and complete copies or an accurate written description of all oral or written contracts, agreements, licenses and other arrangements relating to any Company Proprietary Rights or any Company Product, as follows: (i) (A) any agreement granting any right to make, have made, manufacture, use, sell, offer to sell, import, export, or otherwise distribute a Company Product, with or without the right to sublicense the same, on an exclusive basis; (B) any license of Proprietary Rights to or from the Company, with or without the right to sublicense the same; (C) development agreements of any type; (D) any agreement by which the Company grants any ownership right to any Company Proprietary Rights owned by the Company; (E) any agreement under which the Company undertakes any ongoing cumulative royalty or payment obligations with respect to a Company Proprietary Right, (F) any agreement under which the Company grants an option relating to any Company Proprietary Rights; (G) any agreement under which any party is granted any right to access Company Source Code or to use Company Source Code to create derivative works of Compan...

Patents, Trademarks, Service Marks and Copyrights. (a) Except as set forth on Schedule 2.1(f) hereto, the Seller owns all Intellectual Property necessary to conduct its business, or possesses adequate licenses or other rights, if any, therefor, without conflict with the rights of others. Set forth on Schedule 2.1(f) hereto is a true and correct description of all Intellectual Property. (b) The Seller has the sole and exclusive right to use the Intellectual Property without infringing or violating the rights of any third parties and, upon the consummation of the transactions contemplated hereby, the Purchaser will have the right to use all Intellectual Property without any obligation to pay any additional amounts whatsoever. Use of the Intellectual Property does not require the consent of any other person and the Intellectual Property is freely transferable. No claim has been asserted by any person to the ownership of or right to use any Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Intellectual Property. Each of the Intellectual Property is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.

Patents, Trademarks, Service Marks and Copyrights. All patents, patent applications, registered trademarks or service marks, trademark or service mxxx applications, registered copyrights and copyright applications owned by any of the Company or the Subsidiaries and material to the business of the Company and the Subsidiaries are listed in Section 3.15 of the Disclosure Schedule (“Intellectual Property Assets”). Each of the Intellectual Property Assets has been registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices or registries of other countries, states or other jurisdictions to the extent set forth on said Section 3.15 of the Disclosure Schedule. Except as set forth in Section 3.15 of the Disclosure Schedule, none of the Company or the Subsidiaries has received any written notice within the past three (3) years from a third party claiming that the continuing conduct by the Company and the Subsidiaries of their business as presently conducted will result in the infringement of any patents, trade names, trademarks, service marks or copyrights owned by any third person or challenging the validity of any registration for and of the Intellectual Property Assets except for such instances where the claim has been settled without continuing liability.

Patents, Trademarks, Service Marks and Copyrights. (a) Secure eHealth owns all patents, trade-marks, service marks and copyrights, if any, necessary to conduct its business, or possesses adequate licenses or other rights, if any, therefor, without conflict with the rights of others. Set forth in Schedule 3.12 is a true and correct description of: (i) all trade-marks, trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, and all patents, copyrights and applications currently owned, in whole or in part, by Secure eHealth, and all licenses, royalties, assignments and other similar agreements relating to the foregoing to which Secure eHealth is a party (including expiration date if applicable); and (ii) all agreements relating to technology, know-how or processes that Secure eHealth is licensed or authorized to use by others, or which it licenses or authorizes others to use. (b) To Sellers’ Knowledge, with respect to the Business: (i) Sellers have never infringed, misappropriated, or otherwise violated any Intellectual Property Rights of any other Person; (ii) there are no claims that any product, activity or operation of the Sellers infringes upon or involves, or has resulted in the infringement of, any Intellectual Property Right of any other Person; and (iii) no proceedings have been instituted, are pending or have been threatened that challenge the rights of the Sellers with respect thereto.

Patents, Trademarks, Service Marks and Copyrights. (a) Except as listed in Schedule 3.11, there are no patents, copyrights, trademarks, tradenames, service marks or other trade designations, including common law rights, registrations or applications therefore, currently used and necessary to conduct the Joint Venture’s business and operations in the ordinary course of business, or any licenses, royalties, assignments or other similar agreements relating to the foregoing to which Caraustar or Seller is a party (collectively, “Proprietary Rights”). The Joint Venture holds all rights as owner or under a valid license to patents, copyrights, trademarks, tradenames, service marks, and trade secrets, including common law rights, registrations or applications necessary to conduct its business and operations in the ordinary course without infringement of the proprietary rights of any other person.

Patents, Trademarks, Service Marks and Copyrights. (a) Mandalay owns all material patents, trademarks, service marks and copyrights (collectively “Proprietary Rights”), if any, necessary to conduct its business, or possesses adequate licenses or other rights (except for licenses for the use of non-customized software), if any, therefor, without conflict with the rights of others. (b) To its knowledge, Mandalay has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties. To its knowledge, use of the Proprietary Rights does not require the consent of any other person and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any material Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any material Proprietary Right. To its knowledge, each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.

Patents, Trademarks, Service Marks and Copyrights. Seller exclusively owns all right, title and interest to and in the Seller IP, free and clear of any Encumbrances. Except as set forth in Schedule 3.7, Seller is not bound by, and no Seller IP is subject to, any contract containing any covenant or other provision that in any way limits or restricts the ability of Seller to use, exploit, assert, or enforce any Seller IP anywhere in the world.

Patents, Trademarks, Service Marks and Copyrights. Each Company owns all material patents, trademarks, service marks and copyrights (collectively “Proprietary Rights”), if any, necessary to conduct its business, or possesses adequate licenses or other rights (except for licenses for the use of non-customized software), if any, therefor, without conflict with the rights of others.