Patents, Trademarks, Trade Names. 37.1 With respect to Claims of patent infringement made by third persons, Telco and Carrier 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 Trunks or services furnished under this Agreement.
Patents, Trademarks, Trade Names. The Company Disclosure Letter sets forth a true and complete list of: (i) all patents, trademarks and trade names (including all federal, state and foreign registrations pertaining thereto) and all copyright registrations owned by The Company (collectively, the "Proprietary Intellectual Property"); and (ii) all patents, trademarks, trade names, copyrights and all technology and processes used by the Company in its business which are material thereto and are used pursuant to a license or other right granted by a third party (collectively, the "Licensed Intellectual Property" and, together with the Proprietary Intellectual Property, herein referred to as "Intellectual Property"). A true and complete list of all such licenses with respect to Licensed Intellectual Property is set forth in the Company Disclosure Letter. Each of the federal, state and foreign registrations pertaining to the Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. The Company owns, or has the right to use pursuant to valid and effective agreements, all Intellectual Property, and the consummation of the transactions contemplated hereby will not alter or impair any such rights, except for such defects in title or other matters which in the aggregate would not have a material adverse effect on its assets, liabilities, results of operations, financial condition, business or prospects. No claims are pending against the Company 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 the same, and, to the best knowledge of The Company, the current use by the Company of the Intellectual Property does not infringe on the rights of any third party. The Company Disclosure Letter sets forth a list of all jurisdictions in which the Company is operating under a tradename, and each jurisdiction in which any such tradename is registered.
Patents, Trademarks, Trade Names. The Seller owns, is licensed, or otherwise has the right to use all patents, trademarks, servicemarks, trade names, and copyrights which are included in the Purchased Assets. Section 2.6 of the Seller Disclosure Schedule contains a complete and accurate list of the following Purchased Assets: (i) all issued patents, registered trademarks, registered servicemarks, registered copyrights, and all applications therefor, and (ii) all agreements relating to technology, know-how, or processes that the Seller is licensed, assignee or otherwise authorized to use by others or licenses or authorizes others to use. Except as set forth in any of such licenses or agreements, the Seller has the sole and exclusive right to use the patents, trademarks, servicemarks, trade names, copyrights, technology, know-how, and processes owned by the Seller, and to the Seller’s knowledge, no consent of any third party is required for the use thereof by the Seller upon completion of the transfer of the Purchased Assets. To the Seller’s knowledge, no claims have been asserted against the Seller by any Person in the past two (2) years challenging the Seller’s use of any such patents, trademarks, servicemarks, trade names, copyrights, technology, know-how, or processes, or challenging or questioning the validity or effectiveness of any such license or agreement. The Seller has not received any written notice in the past two (2) years alleging that the use of such patents, trademarks, servicemarks, trade names, copyrights, technology, know-how, or processes by the Seller infringes on the rights of any other person.
Patents, Trademarks, Trade Names. The Premenos Disclosure Letter sets forth a true and complete list of (i) all patents, trademarks, trade names (including all U.S. federal and state registrations and foreign registrations and applications pertaining thereto) and registered copyrights owned by Premenos or its subsidiaries (collectively, the "Premenos Proprietary Intellectual Property") and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Premenos or its subsidiaries in its business which are material to its business and are used pursuant to a license or other right granted by a third party (collectively, the "Premenos Licensed Intellectual Property", and together with the Premenos Proprietary Intellectual Property referred to as "Premenos Intellectual Property"). A true and complete list of all such licenses with respect to Premenos Licensed Intellectual Property is set forth in the Premenos Disclosure Letter. Neither Premenos nor any of its subsidiaries has granted any right, license or other interest in the Premenos Proprietary Intellectual Property to any third party, except for enduser licenses granted by Premenos to its customers in the ordinary course. Each of the federal, state and foreign registrations pertaining to the Premenos Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. Premenos and its subsidiaries own, or have the right to use pursuant to valid and effective agreements, all Premenos Intellectual Property, free and clear of any lien, claim or encumbrance, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights. No claims are pending against Premenos or any of its subsidiaries by any person with respect to the use of any Premenos Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and the current use by Premenos and its subsidiaries of the Premenos Intellectual Property does not, to the best knowledge of Premenos, infringe on the rights of any third party. The conduct by Premenos and its subsidiaries of their respective business, including the provision of services to customers, as currently conducted and as proposed to be conducted by Premenos, does not and will not conflict with or infringe upon any patent, copyright, trade secret, trademark or other intell...
Patents, Trademarks, Trade Names. No claims are pending ----------------------------------- against the Company by any person with respect to the use of any intellectual property including, without limitation, any patents, trademarks, trade names, copyrights and all technology and processes used by the Company in its business which are material thereto, or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and the current use by the Company of the intellectual property does not infringe on the rights of any third party. The Company Disclosure Letter sets forth a list of all jurisdictions in which the Company is operating under a tradename, and each jurisdiction in which any such tradename is registered.
Patents, Trademarks, Trade Names. No claims are pending ----------------------------------- against STR by any person with respect to the use of any intellectual property including, without limitation, any patents, trademarks, trade names, copyrights and all technology and processes used by STR in its business which are material thereto, or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and the current use by STR of the intellectual property does not infringe on the rights of any third party. The STR Disclosure Letter sets forth a list of all jurisdictions in which STR is operating under a tradename, and each jurisdiction in which any such tradename is registered.
Patents, Trademarks, Trade Names. Section 3.10 of the Disclosure Schedule lists and indicates the ownership of all material patents and patent applications owned by FWC and all material copyrights, trademarks, trade names, and service marks for which registrations have been obtained or applications therefor have been filed by FWC (collectively, the "Intangible Property"). Except as set forth in Section 3.10 of the Disclosure Schedule, (i) no Person other than FWC has the right to use any of the Intangible Property, and FWC has all right, title and interest to all Intangible Property, without any conflict known to Seller with the rights of others, and (ii) documentation for the continuance of registration and applications for registration have been timely filed with the appropriate authorities for the patents, trademarks, trade names, and service marks included in the Intangible Property. Except as set forth on Section 3.10 of the Disclosure Schedule, neither Seller nor FWC has received within the immediately preceding three (3) years any written notice that (a) any operation of FWC infringes on the asserted rights of others or requires payment for the use of, or infringes or otherwise interferes with, any patent, trade name, trademark, or service mark xx another, or any such right which might be so infringed has been applied for by another, or (b) any of the Intangible Property has been legally declared invalid or is the subject of a pending or threatened action for opposition or cancellation or a declaration of invalidity, or is infringed by the activities of another.
Patents, Trademarks, Trade Names. 10.1 Distributor hereby acknowledges Manufacturer’s exclusive right, title and interest in and to any and all trademarks and trade names (hereinafter such trademarks and trade names shall be collectively referred to as the “Trademarks”), patents (“Patents”) and copyrights (“Copyrights”) which Manufacturer may have at any time adopted, used, registered or caused to be issued at any location and under the laws of any jurisdiction, and Distributor agrees that it shall not do, or cause to be done, any acts or omissions contesting or in any way impairing or tending to impair any portion of Manufacturer’s right, title and interest in and to the Trademarks, Patents and Copyrights.
Patents, Trademarks, Trade Names. Etc. The Disclosure Schedule sets forth a complete and correct list and summary description of all trademarks, trade names, service marks, brand names, mastheads, titles, copyrights and patents, ASSET Purchase Agreement. registrations thereof and applications thereof, applicable to or used by SELLER AND CFS in the operation of the Vehicle Manufacture Business and/or CFS in the Vehicle Leasing Business, together with a complete list of all licenses granted by or to SELLER AND CFS with respect to any of the above. SELLER AND CFS has good and marketable title to all of such intangible assets owned by the SELLER and CFS, in each case free and clear of any liens, claims, charges, licenses, options or other encumbrances or rights of others of any nature whatsoever, and SELLER AND CFS has the sole ownership rights in, and exclusive right to use, such intangible assets and such assets constitute part of the Assets hereby transferred and assigned to the PURCHASER. SELLER AND CFS is not currently in receipt of any notice of any violation of, and has no reason to believe that the operations of SELLER AND CFS are violating, the rights of others in any trademark, trade name, service xxxx, copyright, masthead, title, patent, trade secret, know-how or other intangible asset.
Patents, Trademarks, Trade Names. Schedule 3.08 contains a true and complete list of (a) all present patents, trademark registrations and copyright registrations originating out of and owned by Seller and material to the Business, all applications for registration thereof and all intellectual property license agreements relating thereto and (b) all material agreements in existence on the Closing date relating to technology, know-how or processes that are necessary to conduct the Business that the Business is licensed or authorized to use by third parties or licenses or authorizes others to use. No licenses, sub-licenses or agreements with third parties exist as of the Closing date that were entered into by the Business granting rights in such patents,
