Proprietary Rights; Licenses. The Company and each of its Subsidiaries have all Proprietary Rights and Licenses as are necessary for the conduct of their respective businesses as now conducted and now proposed to be conducted, without any known conflict with the rights of others, except where the failure to have any such Proprietary Right and/or License has not resulted in, and could not reasonably be expected to result in, a Material Adverse Change. Each such Proprietary Right and License is in full force and effect, all material obligations with respect thereto have been fulfilled and performed and there is no infringement thereon by any other Person. No default in the performance or observance by the Company or any of its Subsidiaries (or any of the predecessors in interest to the Company or any of its Subsidiaries) of their respective obligations thereunder has occurred which permits, or after notice of lapse of time or both would permit, the revocation or termination of any Proprietary Right or License which has resulted in, or could reasonably be expected to result in, a Material Adverse Change.
Proprietary Rights; Licenses. (a) Viking will solely own all right, title and interest in and to the Viking Results. Accordingly, except for Institution’s rights in any technology, inventions, discoveries, works of authorship or other prior creations that were conceived, created or reduced to practice by or for Institution (alone or with others) prior to the Effective Date (collectively, “Institution Background Technology”), Institution hereby irrevocably assigns to Viking all of Institution’s right, title and interest in and to the Viking Results, effective immediately upon the inception, conception, creation or development thereof. Institution retains no rights to use the Viking Results and agrees not to challenge the validity of Viking’s ownership in the Viking Results, except as may be expressly set forth in the applicable SOW or otherwise agreed in writing by the parties and with the exception that notwithstanding any provision to the contrary in this Agreement or any particular SOW.
(b) To the extent, if any, that any Viking Results are not assignable or that Institution retains any right, title or interest in and to any Viking Results, Institution (i) unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Viking with respect to such rights; (ii) agrees, at Viking’s request and expense, to consent to and join in any action to enforce such rights; and (iii) hereby grants to Viking a perpetual, irrevocable, fully paid-up, royalty-free, transferable, sub licensable (through multiple levels of sub licensees), exclusive, worldwide right and license to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise use and exploit (and have others exercise such rights on behalf of Viking) all or any portion of such Viking Results, in any form or media (now known or later developed). The foregoing license includes the right to make any modifications to such Viking Results regardless of the effect of such modifications on the integrity of such Viking Results, and to identify Institution, as one or more authors of or contributors to such Viking Results or any portion thereof, whether or not such Viking Results or any portion thereof have been modified. Institution further irrevocably waives any “moral rights” or other rights with respect to attribution of authorship or integrity of such Viking Results tha...
Proprietary Rights; Licenses. Set forth on Schedule 3.18.2 is a complete list of all patents, trademarks, registered copyrights, trade names and service marks, and any applications therefor, included in C-CUBED Proprietary Rights, specifying, where applicable, the jurisdictions in which each such C-CUBED Proprietary Right has been issued or registered or in which an application for such issuance and registration has been filed, including the respective registration or application numbers and the names of all registered owners. Except as set forth on Schedule 3.18.2, no software product currently marketed by C-CUBED has been registered for copyright protection with the United States Copyright Office or any foreign offices nor has C-CUBED been requested to make any such registration. Set forth on Schedule 3.18.2 is a complete list of all domain names, Secure Socket Layer (SSL) certificates and other World Wide Web certificates owned by C-CUBED, which list includes all domain names used by C-CUBED in its business and respective registrars. Set forth on Schedule 3.18.2 is a complete list of all material licenses, sublicenses and other agreements as to which C-CUBED is a party and pursuant to which C-CUBED or any other Person is authorized to use any C-CUBED Proprietary Right or trade secrets material to the business of C-CUBED; such schedule includes the identity of all parties to such licenses, sublicenses and other agreements, a description of the nature and subject matter thereof, the applicable royalty and the term thereof. A complete list of the Commercial Software used in the business of C-CUBED is set forth on Schedule 3.18.2.
Proprietary Rights; Licenses. The Borrower and each of its Subsidiaries has all Proprietary Rights and Licenses as are adequate for the conduct of their respective businesses as now conducted and now proposed to be conducted, without any known conflict with the rights of others. Each such Proprietary Right and License is in full force and effect, all material obligations with respect thereto have been fulfilled and performed and there is no infringement thereon by any other Person. No default in the performance or observance by the Borrower or any of its Subsidiaries (or any of their predecessors in interest) of their obligations thereunder has occurred which permits, or after notice of lapse of time or both would permit, the revocation or termination of any Proprietary Right or License or which has resulted in, or could reasonably be expected to result in, a Material Adverse Change.
Proprietary Rights; Licenses. The Companies have all Proprietary ---------------------------- Rights and Licenses as are adequate for the conduct of their respective businesses as now conducted and now proposed to be conducted, without any known conflict with the rights of others. Each such Proprietary Right and License is in full force and effect, all material obligations with respect thereto have been fulfilled and performed and there is no infringement thereon by any other Person. No default in the performance or observance by the Companies (or any of their predecessors in interest) of their obligations thereunder has occurred which permits, or after notice of lapse of time or both would permit, the revocation or termination of any Proprietary Right or License or which has resulted in, or could reasonably be expected to result in, a Material Adverse Change.
Proprietary Rights; Licenses. Each of the federally registered Proprietary Rights and Licenses held by any Issuer or any Subsidiary are set forth on Exhibit 5.15. Each Issuer and Subsidiary has all Proprietary Rights and Licenses as are necessary for the conduct of its respective businesses as now conducted and now proposed to be conducted, without any known conflict with the rights of others. Each such Proprietary Right and License is in full force and effect, all material obligations with respect thereto have been fulfilled and performed and, to the Issuers' knowledge and except as set forth on Exhibit 5.15, there is no infringement thereon by any other Person. No default in the performance or observance by either Issuer and the Subsidiaries (or, to the knowledge of the Issuers, any of their predecessors in interest) of their obligations thereunder has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any Proprietary Right or License or which has resulted in, or could reasonably be expected to result in, a Material Adverse Change.
Proprietary Rights; Licenses. (b) Material Contract in Arrears or Waived
Proprietary Rights; Licenses. Set forth on Schedule 3.18.2 is a complete list of all patents, trademarks, registered copyrights, trade names and service marks, and any applications therefor, included in the CMS Proprietary Rights, specifying, where applicable, the jurisdictions in which each such CMS Proprietary Right has been issued or registered or in which an application for such issuance and registration has been filed, including the respective registration or application numbers and the names of all registered owners. Except as set forth on Schedule 3.18.2, no software product currently marketed by CMS or any Subsidiary has been registered for copyright protection with the United States Copyright Office or any foreign offices nor has CMS or any Subsidiary been requested to make any such registration. Set forth on Schedule 3.18.2 is a complete list of all domain names, Secure Socket Layer (SSL) certificates and other World Wide Web certificates owned by CMS or any Subsidiary, which list includes all domain names used by CMS or any Subsidiary in its business and respective registrars. Set forth on Schedule 3.18.2 is a complete list of all material licenses, sublicenses and other agreements as to which CMS or any Subsidiary is a party and pursuant to which CMS, any Subsidiary or any other Person is authorized to use any CMS Proprietary Right or trade secrets material to the business of CMS or any Subsidiary; such schedule includes the identity of all parties to such licenses, sublicenses and other agreements, a description of the nature and subject matter thereof, the applicable royalty and the term thereof. Complete lists of the Commercial Software used in the businesses of CMS and each Subsidiary are set forth on Schedule 3.18.2.
Proprietary Rights; Licenses. (a) Subject to the rights granted in Section 6(b) hereof, nothing contained in this Section 6 shall transfer any right, title, or interest in or to the System, the Tags provided to Customer, the Ads, the Services, the Website (in each case including, but not limited to all software, concepts, methodologies, techniques, models, templates, algorithms, trade secrets, processes, information, materials, source codes and know-how contained therein, all modifications, updates and enhancements thereof, and all documentation and manuals related thereto and all other aspects of such technology), any trademarks and logos made available to Customer through the Services or otherwise, the Platform Data (except for the Publisher Data and for the Visitor Data provided by Customer to Supplier), Account Data and any Intellectual Property Rights in and to any of the foregoing owned by Supplier and/or licensed by Supplier from Third Parties, including any Advertisers, (collectively, “Supplier Property”), which are all retained by Supplier and its suppliers (as applicable).
(b) Subject to the terms and conditions of this Agreement and for the duration of the Term, Supplier hereby grants Customer a limited, non-exclusive, royalty-free, non-transferable, non-sub-licensable, revocable license to use the Supplier Property (i) to facilitate the marketing and sale of Inventory of the Target Sites through the System (including to make Ad Requests, receive, evaluate and select Ad Bids) and to place and display Ads on the Inventory of the Target Sites in an unmodified form, subject to the territorial (if any) and other restrictions set out for the respective Ad (e.g., display of the Ad only to Visitors domiciled in a specific country, or not to minors under a certain age); (ii) integrate and use the Tags on the Target Sites solely to exchange data between the Target Site and the System (e.g. to submit Ad Requests); (iii) to access and use the Ad Server for self-serving of advertisements (if applicable); and (iv) access and use the Account Data for the sole purpose of Customer’s internal business operations (if Customer is a Publisher) in connection with the Services and in accordance with applicable laws and regulations. If Customer collaborates with Associated Publishers that own and/or operate the Target Sites, Customer shall have the right to grant each of its Associated Publishers a sublicense to use Account Data concerning its respective Target Sites within the scope and subject t...
Proprietary Rights; Licenses
