Common use of Registered Intellectual Property; Proceedings Clause in Contracts

Registered Intellectual Property; Proceedings. Section 3.17(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all Company Registered Intellectual Property and material Internet domain name registrations registered by or in the name of the Company or any of its Subsidiaries. Except as has not been and would not be material to the Company and its Subsidiaries, taken as a whole, all material Company Registered Intellectual Property is valid, subsisting, and enforceable.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Fuller Max L), Agreement and Plan of Merger (Us Xpress Enterprises Inc), Agreement and Plan of Merger (Knight-Swift Transportation Holdings Inc.)

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Registered Intellectual Property; Proceedings. Section 3.17(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all Company Registered Intellectual Property and material Internet domain name registrations registered by or in the name of the Company or any of its Subsidiaries. Except as has not been and would not be material to the Company and its Subsidiaries, taken as a whole, all All material Company Registered Intellectual Property is valid, subsisting, and, to the Knowledge of the Company, valid and enforceable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vepf Vii SPV I, L.P.), Agreement and Plan of Merger (KnowBe4, Inc.)

Registered Intellectual Property; Proceedings. Section 3.17(a3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all Company Registered Intellectual Property. As of the date of this Agreement, the Company has maintained all Company Registered Intellectual Property and material Internet domain name registrations registered by or in the name of the Company or any of its Subsidiariesordinary course consistent with reasonable business practices. Except as has not been and would not be material to the Company and its Subsidiaries, taken as a whole, all material The Company Registered Intellectual Property is validsubsisting and, subsistingto the Knowledge of the Company, valid and enforceable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Forescout Technologies, Inc)

Registered Intellectual Property; Proceedings. Section 3.17(a3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of all Company Registered Intellectual Property. As of the date of this Agreement of all Company Registered Intellectual Property and material Internet domain name registrations registered by or in the name of the Company or any of its Subsidiaries. Except as has not been and would not be material to Agreement, the Company and its Subsidiaries, taken as a whole, Subsidiaries have maintained all material Company Registered Intellectual Property is valid, subsistingin the ordinary course consistent with reasonable business practices, and enforceablehas used reasonable business judgement in its prosecution, maintenance, and abandonment of Company Registered Intellectual Property. The Company Registered Intellectual Property is subsisting and, to the Knowledge of the Company, not invalid or unenforceable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ForgeRock, Inc.), Agreement and Plan of Merger (Medallia, Inc.)

Registered Intellectual Property; Proceedings. Section 3.17(a3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all material Company Registered Intellectual Property Property, specifying, in each case, as applicable, the title, application and material Internet domain name registrations registered by or in the name of the Company or any of its Subsidiariesregistration numbers, jurisdiction and record owner thereof. Except as has not been and would not be material to the Company and its Subsidiaries, taken as a whole, all All material Company Registered Intellectual Property is validsubsisting and, subsistingto the Knowledge of the Company, and enforceablenot invalid or unenforceable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mandiant, Inc.)

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Registered Intellectual Property; Proceedings. Section 3.17(a3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all Company Registered Intellectual Property Property, with the legal and material Internet domain name registrations registered by beneficial owner(s), country(ies) or in the name of the Company or any of its Subsidiariesregion, registration and application numbers and dates indicated, as applicable. Except as has not been and would not be material to the Company and its Subsidiaries, taken as a whole, all material All Company Registered Intellectual Property (other than as identified as lapsed, abandoned, expired, closed or completed in Section 3.16(a) of the Company Disclosure Letter) is validsubsisting and, subsistingto the Knowledge of the Company, and enforceablenot invalid or unenforceable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sierra Oncology, Inc.)

Registered Intellectual Property; Proceedings. Section 3.17(a3.16(a) of the Company Disclosure Letter sets forth contains a true, correct and complete list list, as of the date hereof, of this Agreement all items of Company Registered Intellectual Property. None of the Company Intellectual Property is jointly owned with any Third Person, and all Company Registered Intellectual Property and material Internet domain name registrations registered by or is subsisting, valid, enforceable and, except as set forth in the name Section 3.16(a) of the Company or any of its Subsidiaries. Except as has not been and would not be material to the Company and its SubsidiariesDisclosure Letter, taken as a whole, all material Company Registered Intellectual Property is valid, subsisting, and enforceableunexpired.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Registered Intellectual Property; Proceedings. Section 3.17(a3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement Agreement, of all Company Registered Intellectual Property and material Internet domain name registrations registered by or in the name Property. As of the Company or any date of its Subsidiaries. Except as has not been and would not be material to this Agreement, the Company and its Subsidiaries, taken as a whole, Subsidiaries have maintained all material Company Registered Intellectual Property is valid, subsistingin the ordinary course consistent with reasonable business practices, and enforceablehas used reasonable business judgement in its prosecution, maintenance, and abandonment of Company Registered Intellectual Property. The Company Registered Intellectual Property is subsisting and, to the Knowledge of the Company, not invalid or unenforceable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sumo Logic, Inc.)

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