Registered Proprietary Rights Sample Clauses

Registered Proprietary Rights. The schedules to the Local Purchase Agreements list all (U.S. and foreign) patents, patent applications, trade names, trademarks, service marks, copyrights and copyright applications, owned (or used by) a Seller Local Entity, that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded with any Governmental Authority or other public body (herein collectively referred to as the “Registered Proprietary Rights”).
Sample 1
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Registered Proprietary Rights. Schedule 1.1(c) sets forth all issued patents; registered URLs; domain names and DSN settings; registrations and applications for trademarks, service marks, and trade names; registrations and applications for copyrights; and all licenses, sublicenses or agreements in respect thereof that Transferor owns or has the right to use or to which Transferor is a party with respect to the Business, except for the off the shelf software licenses. Except as set forth on Schedule 4.2(f), Transferor is the owner of all right, title and interest or otherwise has valid license rights in and to all Proprietary Rights free and clear of all Encumbrances whatsoever. To the Knowledge of Transferor, the Business as conducted immediately prior to the Closing, and the sale by Transferor and ownership by Acquirer of any of the Property is not and will not be in contravention of any patent, trademark, copyright or other proprietary right of any third party. Except as listed on Schedule 4.2(f), none of the Proprietary Rights has been hypothecated, sold, assigned or licensed by Transferor to any other person, corporation, firm or other legal entity; or to the Knowledge of Transferor, infringes upon or violates the rights of any person, firm, corporation, or other legal entity. Except as listed on Schedule 4.2(f), and except in the ordinary course pursuant to Article 2 of the Uniform Commercial Code, to the Knowledge of Transferor, Transferor has not given any indemnification against patent, trademark or copyright infringement as to any equipment, materials, products, services or supplies that Transferor uses, license or sells; there is not pending or to the Knowledge of Transferor, threatened any claim to sell, engage in or employ any such product, process, method or operation.
Sample 1
Registered Proprietary Rights. Schedule 2.1(vii) contains a true and complete list of all of the Acquired Intellectual Property (including all Acquired Patents, Acquired Trademarks and Acquired Copyrights) that is registered with or issued by a Governmental Authority or for which applications for registration or issuance have been filed (the “Registered Intellectual Property”). To the extent there is a pending application or registration in force which corresponds to the Registered Intellectual Property, Schedule 3.5(b) sets forth the details of all due dates for further filings, maintenance and other payments falling due in respect of such Registered Intellectual Property within three (3) months following the Closing Date, and the current status of the corresponding registrations, filings and applications. All fees, payments and filings due as of the Closing Date with respect to all of the Registered Intellectual Property have been duly made. All items of the Registered Intellectual Property are valid, in full force and effect and are subsisting.
Sample 1
Registered Proprietary Rights. Schedule []f lists all (U.S. and foreign) patents, patent applications, trade names, trademarks, service marks, copyrights and copyright applications, owned (or used by) a Seller Local Entity, that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded with any Governmental Authority or other public body (herein collectively referred to as the "Registered Proprietary Rights").
Sample 1

Related to Registered Proprietary Rights

  • Registered Intellectual Property All rights in respect of that -------------------------------- registered Intellectual Property set forth on Schedule 2.8 and any applications therefor (collectively the "Contributed Registered ---------------------- Intellectual Property") and any remedies against any and all past, --------------------- present and future infringements thereof and rights to protection of interest therein.

  • Proprietary Rights The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • PROPRIETARY RIGHTS; ASSIGNMENT All Employee Developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. “Employee Developments” means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

  • Proprietary Rights Notices Licensee agrees that it will not remove, alter or otherwise obscure any proprietary rights notices appearing in the PS Licensed Products, Omega Browser, PS SDK, PS Development Environment and PS Materials. Further, Licensee agrees that it will cause to appear on the container or label for each unit of the Licensee Products manufactured hereunder appropriate patent and copyright notices and proprietary data legends as contained in the PS Licensed Products, Omega Browser, PS SDK, PS Development Environment and PS Materials delivered by PalmSource or as otherwise reasonably required by PalmSource.

  • Registration of Intellectual Property Rights (a) Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.

  • Patents, Trademarks, Copyrights, Licenses, Etc Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others.

  • Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.

  • Patents, Trademarks, Copyrights and Licenses All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

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