Proper Filing Sample Clauses

Proper Filing. Since October 20, 2008, and to Seller’s Knowledge prior to October 20, 2008, all Acquired Patents have been duly filed or registered (as applicable) with the applicable Governmental Authority, and maintained, including the timely submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate Governmental Authority, and have not lapsed, expired or been abandoned. To Seller’s knowledge prior to October 20, 2008 and without respect to Seller’s Knowledge since October 20, 2008, Seller and its patent counsel have complied with their duty of candor and disclosure to the USPTO and any relevant foreign patent office with respect to all such Acquired Patents. Seller has not made any and, to Seller’s Knowledge, Seller’s patent counsel has not made any misrepresentations in formal communications with the USPTO and any relevant foreign patent office with the prosecution or maintenance of any such Patent; provided that the foregoing does not guarantee that any Patents will issue from such Patent Applications.

Proper Filing. Only the UAW may file an appeal to arbitration and only after the timely exhaustion of the Grievance Procedure. The written appeal must be signed by an authorized representative of the UAW, filed with the Office of the President - Labor Relations, and must include: a. the name and address of the UAW representative who is responsible for the appeal to arbitration and to whom all correspondence relating to the arbitration is to be sent; b. a copy of the completed grievance form; and c. a statement setting forth the unresolved issue(s), the articles of the agreement alleged to have been violated, and the remedy requested.

Proper Filing. All Program Patents listed in Schedule 3.6(b)(i) of the Seller Disclosure Schedules have been duly filed and maintained, including the timely submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate Governmental Authority, and have not lapsed (other than lapsed provisional applications that have been converted to non-provisional applications), expired or been abandoned.

Proper Filing. All Patents owned by Target have been duly filed or registered (as applicable) with the applicable Governmental Authority, and maintained, including the timely submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate Governmental Authority, and have not lapsed, expired or been abandoned, and all Patents exclusively licensed to Target, to the Knowledge of Target, have been duly filed or registered (as applicable) with the applicable Governmental Authority, and maintained, including the timely submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate Governmental Authority and have not lapsed, expired or been abandoned. Target has made such filings under the Patent Cooperation Treaty (“PCT”) as are necessary or appropriate in order for Target to timely preserve its rights under the Patents in any jurisdiction subject to the PCT with respect to which the time to make national stage elections has not passed. Target and its patent counsel have complied with their duty of candor and disclosure to the United States Patent and Trademark Office and any relevant foreign patent office with respect to those Patents owned or purported to be owned by Target and those Patents exclusively licensed to Target for which Target controls prosecution. Target and its patent counsel have made no misrepresentations in connection with the prosecution or maintenance of any such Patents;

Proper Filing. With respect to each item of Company Registered Intellectual Property and each item of Company Licensed Intellectual Property that is exclusively licensed to the Company under terms and conditions that include a right for the Company to review and comment on or control the filing, prosecution or maintenance of such Company Licensed Intellectual Property, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes have been paid, and all necessary documents and certificates have been filed with all relevant Registration Offices for the purposes of maintaining such Intellectual Property Rights, in each case in accordance with Legal Requirements. Section 2.10(b)(iii) of the Disclosure Schedule is a complete and accurate list of all actions that must be taken by Company within one hundred twenty (120) days of the Closing Date with respect to any of the Company Owned Intellectual Property and each item of Company Licensed Intellectual Property that is exclusively licensed to the Company under terms and conditions that include a right for the Company to review and comment on or control the filing, prosecution or maintenance of such Company Licensed Intellectual Property, including payment of any filing, examination, registration, maintenance, renewal and other fees and taxes or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting, preserving or renewing such Intellectual Property Rights, in each case in accordance with Legal Requirements.

Proper Filing. All Seller-Licensed Patents for which the Seller has any obligation to file or maintain have been duly filed and maintained, including the timely submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate Governmental Authority, and have not lapsed (other than lapsed provisional applications that have been converted to non-provisional applications), expired or been abandoned.

Proper Filing. With respect to each item of Target Registered Intellectual Property, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes have been paid, and all necessary documents and certificates have been filed with all relevant Registration Offices for the purposes of maintaining such Intellectual Property, in each case in accordance with Applicable Law. Section 3.8(a)(iii) of the Target Disclosure Schedule is a complete and accurate list of all actions that must be taken by Target within one hundred twenty (120) days of the Closing Date with respect to any of the Target Owned Intellectual Property, including payment of any filing, examination, registration, maintenance, renewal and other fees and taxes or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting, preserving or renewing such Intellectual Property, in each case in accordance with Applicable Law.

Proper Filing. With respect to each item of Company Registered Intellectual Property, each item of Company Licensed Intellectual Property that has been registered with a Registration Office or is exclusively licensed to an Acquired Company, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes have been paid, and all necessary documents and certificates have been filed with all relevant Registration Offices for the purposes of maintaining such Intellectual Property, in each case in accordance with Law. Section 3.11(a)(iii) of the Company Disclosure Schedule is a complete and accurate list of all actions that must be taken by the Acquired Companies within 120 days of the Closing Date with respect to any of the Company Owned Intellectual Property, including payment of any filing, examination, registration, maintenance, renewal and other fees and taxes or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting, preserving or renewing such Intellectual Property, in each case in accordance with Law.

Proper Filing. With respect to each item of Company Registered Intellectual Property and each item of Company Licensed Intellectual Property that is Registered Intellectual Property and is exclusively licensed to Company, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due on or prior to the Closing have been timely paid in full, and all necessary documents (including responses to office actions) and certificates have been timely filed with all relevant Registration Offices for the purposes of maintaining such Intellectual Property, in each case in accordance with Applicable Law and to avoid loss or abandonment thereof. With respect to Company Registered Intellectual Property, all foreign filing licenses have been properly and timely applied for and obtained from the relevant Registration Office or other Governmental Entity in accordance with Applicable Law. The records shown in each Registration Office with respect to all Company Registered Intellectual Property are current and accurate (including records regarding the change of ownership and assignments) and, such records show Company as the record owner and assignee of each item of Company Registered Intellectual Property.

Proper Filing. With respect to each item of Target Registered Intellectual Property and to the Knowledge of Target each item of Target Licensed Intellectual Property that has been registered with a Registration Office and is exclusively licensed to Target, any Target Subsidiary or any Target Related Business, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes have been paid, and all necessary documents and certificates have been filed with all relevant Registration Offices for the purposes of maintaining such Intellectual Property, in each case in accordance with Applicable Law. Section 3.10(a)(iii) of the Target Disclosure Schedule is a complete and accurate list of all actions that must be taken by Target, any Target Subsidiary or any Target Related Business within one hundred twenty (120) days of the Closing Date with respect to any of the Target Owned Intellectual Property, including payment of any filing, examination, registration, maintenance, renewal and other fees and taxes or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting, preserving or renewing such Intellectual Property, in each case in accordance with Applicable Law.