Representations and Warranties regarding Intellectual Property. Company represents and warrants to Collateral Agent and the Investors that: (a) Company does not own any patents, trademarks, copyrights or mask works registered in, or the subject of pending applications in, the Canadian Intellectual Property Office or any similar offices or agencies in Canada or in any other country or any political subdivision thereof, other than those described on Schedule A hereto; (b) Company has, except for Permitted Liens, the sole, full and unencumbered right, title and interest in and to the trademarks shown on Schedule A and the goods and services covered by the registrations thereof and, to the extent registered, such registrations are valid and enforceable and in full force and effect; (c) Company has, except for Permitted Liens, the sole, full and unencumbered right, title and interest in and to each of the patents shown on Schedule A and the registrations thereof are valid and enforceable and in full force and effect; (d) Company has, except for Permitted Liens, the sole, full and unencumbered right, title and interest in and to each of the copyrights shown on Schedule A and according to the records of the Canadian Intellectual Property Office, each of said copyrights is valid and enforceable and in full force and effect; (e) Company has, except for Permitted Liens, the sole, full and unencumbered right, title and interest in and to the mask works shown on Schedule A and according to the records of the Canadian Intellectual Property Office, each of said mask works is valid and enforceable and in full force and effect; (f) there is no claim by any third party that any patents, trademarks, copyrights or mask works are invalid and unenforceable or do or may violate the rights of any Person; (g) all licenses (other than non-exclusive licenses to end-users) of patents, trademarks, copyrights, mask works and trade secrets which Company has granted to any Person are set forth in Schedule A hereto; (h) all licenses of patents, trademarks, copyrights, mask works and trade secrets which any Person has granted to Company are set forth on Schedule A hereto; (i) Company has obtained from each employee who may be considered the inventor of patentable inventions (invented within the scope of such employee's employment) an assignment to Company of all rights to such inventions, including patents; and (j) Company has taken all reasonable steps necessary to protect the secrecy and the validity under applicable law of all material trade secret...
Representations and Warranties regarding Intellectual Property. Company represents and warrants to Investor that, as of the date hereof:
(a) (i) Company does not own any Patents, Trademarks or Copyrights registered in the PTO or the Copyright Office or any similar offices or agencies in any other country or any political subdivision thereof, other than those described on Schedule A; (ii) Company has, except for Permitted Liens, the sole, full and unencumbered right, title and interest in and to each of the Patents, Trademarks and Copyrights shown on Schedule A and the registrations thereof are valid and enforceable and in full force and effect; and (iii) Company has, except for Permitted Liens, the sole, full and unencumbered right, title and interest in and to each of its Trademarks and Copyrights not listed on Schedule A.
(b) To Company's knowledge, there is no claim by any third party that any Patents, Trademarks or Copyrights are invalid and unenforceable or do or may violate the rights of any Person.
(c) Company has obtained from each employee who may be considered the inventor of patentable inventions (invented within the scope of such employee's employment) an assignment to Company of all rights to such inventions, including Patents.
(d) Company has taken all steps reasonably necessary to protect the secrecy and the validity under applicable law of all material Trade Secrets.
Representations and Warranties regarding Intellectual Property. Each Company represents and warrants to the Collateral Agent and the Secured Parties that: (a) such Company does not own any patents, trademarks, copyrights or mask works registered in, or the subject of pending applications in, the Patent and Trademark Office or the Copyright Office or any similar offices or agencies in the United States or any political subdivision thereof, other than those described on Schedule A hereto; (b) such Company has, except for Permitted Liens, the sole, full and unencumbered right, title and interest in and to the trademarks shown on Schedule A and, to the extent that any such registered trademark is material to the business of such Company, such registration is valid and enforceable and in full force and effect; (c) such Company has, except for Permitted Liens, the sole, full and unencumbered right, title and interest in and to each of the patents shown on Schedule A and, to the extent that any such patent is material to the business of such Company, the registration thereof is valid and enforceable and in full force and effect; (d) such Company has, except for Permitted Liens, the sole, full and unencumbered right, title and interest in and to each of the copyrights shown on Schedule A and according to the records of the Copyright Office, any such copyright that is material to the business of such Company is valid and enforceable and in full force and effect; (e) such Company has, except for Permitted Liens, the sole, full and unencumbered right, title and interest in and to the mask works shown on Schedule A and according to the records of the Copyright Office, any such mask work that is material to the business of such Company is valid and enforceable and in full force and effect; (f) except as could not reasonably be expected to result in a Material Adverse Effect, there is no claim by any third party that any such patents, trademarks, copyrights or mask works are invalid and unenforceable or do or may violate the rights of any Person; and (g) except as could not reasonably be expected to result in a Material Adverse Effect, such Company has taken all reasonable steps necessary to protect the secrecy and the validity under applicable law of all material trade secrets.
Representations and Warranties regarding Intellectual Property. (a) Exhibit A attached to this Agreement contains a true, correct and complete list of all patents, trademarks, service marks, trade names and copyrights owned by Borrower, including any applications therefor (collectively, the “Intellectual Property”) and including, where applicable, the patent, trademark, service xxxx or copyright number (or application number), issue date and title.
(b) Borrower is the sole and exclusive owner of all right, title and interest in and to the Intellectual Property and has not granted, nor does there exist by implication or operation of law, any license or other right in respect thereof which does or which will, subsequent to the date of this Agreement, permit or enable anyone other than Borrower to use any of the Intellectual Property.
(c) No individual or entity has any rights to utilize any Intellectual Property or sell any products or services which utilize or incorporate, or which were developed utilizing or incorporating, any Intellectual Property.
(d) There is no notice or pending or threatened claim against Borrower (and there has not been any such notice or claim) asserting (i) that any of the Intellectual Property infringes or violates the rights of third parties; (ii) that any of the Intellectual Property is invalid; (iii) that the present or past conduct of Borrower’s business infringes or violates any rights of others with respect to any of the Intellectual Property; (iv) that any individual or entity has any rights to utilize any of the Intellectual Property or sell any products or devices which utilize or incorporate, or which were developed utilizing or incorporating, any Intellectual Property; or (v) which could, if adversely determined against Borrower, adversely affect Borrower’s ability to utilize any of the Intellectual Property, and no basis for any such claim exists.
(e) Borrower has not given any notice to any third parties asserting infringement by such third parties upon any of the Intellectual Property.
Representations and Warranties regarding Intellectual Property. Without limiting the generality of any of the above representations and warranties, Borrower hereby represents and warrants to Lender as follows:
(i) Borrower owns and possesses (or otherwise has a valid and enforceable license or other right to use) all Intellectual Property as is necessary for the conduct of the businesses of Borrower as presently conducted, without any infringement upon Intellectual Property rights of others which could reasonably be expected to result in a Material Adverse Occurrence.
(ii) All material Intellectual Property (including any and all pending applications for registration of Intellectual Property) owned by Borrower is valid, subsisting, unexpired and enforceable and has not been abandoned and, to the best of Borrower’s knowledge (after due inquiry), does not infringe the intellectual property rights of any other Person except for such infringements that could not reasonably result in a Material Adverse Occurrence.
(iii) None of the Intellectual Property of Borrower is the subject of any licensing or franchise agreement pursuant to which Borrower is the licensor or franchisor except for those which, if otherwise terminated, would not (and would not be reasonably expected to) result in a Material Adverse Occurrence.
(iv) No holding, decision or judgment has been rendered by any Governmental Authority against any Borrower which limits, cancels or questions the validity of, Borrower’s ownership interest in its Intellectual Property (or any portion thereof) in any material respect.
(v) No action or proceeding is pending or, to the best knowledge of Borrower (after due inquiry) threatened: (i) seeking to limit, cancel or question the validity of, or Borrower’s ownership interest in, the Intellectual Property owned by any Borrower (or any portion thereof); and/or (ii) which, if adversely determined, would materially and adversely affect the value of Borrower’s Intellectual Property (or any portion thereof).
(vi) To Borrower’s knowledge, no Person has violated, infringed upon or breached, or is currently violating, infringing upon or breaching, any of the ownership or enforcements rights or interests of Borrower to the Intellectual Property owned by Borrower that is material to Borrower’s business or has breached or is breaching any duty or obligation owed to Borrower in respect of the Intellectual Property owned by Borrower that is material to Borrower’s business.
(vii) All contracts, agreements, Documents and other information of...
