Scheduled Intellectual Property. Schedule 5 correctly sets forth all United States issued Patents, Patent applications, registered Trademarks and applications for registration thereto, and registered Copyrights, in each case, issued, applied-for or registered with the USPTO or USCO and owned by each Pledgor in its own name as of the date hereof and all Exclusive Copyright Licenses granted to such Grantor as of the Closing Date. On and as of the date hereof, except as set forth in Schedule 5, collectively, the Pledgors own (a) all issued Patents and pending Patent applications issued by or filed at the USPTO listed in Schedule 5, (b) all registered Trademarks and Trademark applications registered by or filed at the USPTO listed in Schedule 5 and (c) all registered Copyrights and Copyright applications pending at the USCO listed in Schedule 5, except, in each case, where the failure to own or possess the right to use, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Except as set forth in Schedule 5, as of the date hereof, all such scheduled Intellectual Property Collateral has not been abandoned and, to the knowledge of each Pledgor, is valid, subsisting and in full force and effect, in each case, except as could not reasonably be expected to result in a Material Adverse Effect.
Scheduled Intellectual Property. On and as of the Closing Date, a Pledgor owns (a) all issued Patents and pending Patent applications issued by or filed at the USPTO listed on Section II.B.2 to the Perfection Certificate, (b) all registered Trademarks and Trademark applications registered by or filed at the USPTO listed in Section II.B.3 of the Perfection Certificate, (c) all registered Copyrights and Copyright applications pending at the USCO listed on Section II.B.1 to the Perfection Certificate and (d) all Licenses granting to a Pledgor any exclusive right with respect to any registered Copyright owned by a third party (“Exclusive Copyright Licenses”) listed on Section II.B.1 of the Perfection Certificate, except, in each case, where the failure to own or possess the right to use, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Except as set forth on Section II.B of the Perfection Certificate, as of the Closing Date, all such scheduled Intellectual Property Collateral (but excluding Exclusive Copyright Licenses) has not been abandoned and, to the knowledge of each Pledgor, is valid, subsisting and in full force and effect, except as could not reasonably be expected to result in a Material Adverse Effect.
Scheduled Intellectual Property. Section 3.16(a) of the Company Disclosure Schedule sets forth an accurate and complete list of all Scheduled Intellectual Property, including the record owner of each such item of Scheduled Intellectual Property and other identifying information. The Company or a Company Subsidiary is the sole and exclusive owner of all right, title and interest in and to all of the Scheduled Intellectual Property listed or required to be listed on Section 3.16(a) of the Company Disclosure Schedule, free and clear of all Liens (other than Permitted Liens or any obligations under those specified Contracts listed in Section 3.13(a) of the Company Disclosure Schedule).
Scheduled Intellectual Property. Section 5.14(a) of the Disclosure Schedule identifies all patents, patent applications, registered trademarks and copyrights, applications for trademark and copyright registrations, domain names, registered design rights, and other forms of registered Intellectual Property and applications therefor, owned by or exclusively licensed to Fortis (collectively, the “Fortis Registrations”). Section 5.14(a) of the Disclosure Schedule also identifies each proprietary software program, each social media account and handles, each trade name, each unregistered trademark, service mark, or trade dress, and each unregistered copyright owned by or exclusively licensed to Fortis that, in each case, is material to the Business. For purposes of this Option Agreement, all items listed on Section 5.14(a) of the Disclosure Schedule shall be called “Scheduled Intellectual Property”. Section 5.14(a) of the Disclosure Schedule specifically identifies those items of Scheduled Intellectual Property that are exclusively licensed to Fortis, including the identification of the Contractual Obligation pursuant to which each such item of Intellectual Property is licensed. For each of Fortis Registrations, Section 5.14(a) of the Disclosure Schedule includes the following information: the relevant registration or application number, the owner of record, the country or jurisdiction, and the filing or registration date. Each of Fortis Registrations is subsisting, and [*], valid and enforceable.
Scheduled Intellectual Property. Schedule 5 correctly sets forth all United States issued Patents, Patent applications, registered Trademarks and applications for registration thereto, and registered Copyrights, in each case, issued, applied-for or registered with the USPTO or USCO and owned by each Pledgor in its own name as of the date hereof and all Exclusive Copyright Licenses granted to such Grantor as of the date hereof. On and as of the date hereof, except as set forth in Schedule 5, collectively, the Pledgors own (a) all issued Patents and pending Patent applications issued by or filed at the USPTO listed in Schedule 5, (b) all registered Trademarks and Trademark applications registered by or filed at the USPTO listed in Schedule 5, (c) all registered Copyrights and Copyright applications pending at the USCO listed in Schedule 5 and (d) all Licenses granting to a Pledgor any exclusive right with respect to any registered Copyright owned by a third party (“Exclusive Copyright Licenses”) listed in Schedule 5, except, in each case, where the failure to own or possess the right to use, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Except as set forth in Schedule 5, as of the date hereof, all such scheduled Intellectual Property Collateral (but excluding Exclusive Copyright Licenses) has not been abandoned and, to the knowledge of each Pledgor, is valid, subsisting and in full force and effect, except as could not reasonably be expected to result in a Material Adverse Effect.
Scheduled Intellectual Property. As of the Closing Date, Schedule 3.06(b), sets forth a true and complete list of (A) all issued patents and pending patent applications owned by each Credit Party; (B) all registered trademarks and service marks and trademark and service xxxx applications owned by each Credit Party; (C) all registered copyrights and copyright applications owned by each Credit Party; and (D) all Licenses which if expired or terminated would result in a Material Adverse Effect. As of the Closing Date, the Intellectual Property set forth on Schedule 3.06(b) has not been abandoned and is valid, subsisting and in full force and effect, and no such scheduled Intellectual Property is subject to any consent, settlement, decree, order, injunction, judgment or ruling restricting the use thereof or that would restrict the validity or enforceability thereof. As of the Closing Date, except as set forth on Schedule 3.06(b), a Credit Party is the exclusive owner of each item of such scheduled Intellectual Property. In the case of any Intellectual Property licensed to a Credit Party pursuant to the Licenses listed on Schedule 3.06(b), to such Credit Party’s knowledge, such Credit Party has the right to use, in connection with its business, such Intellectual Property, in accordance with the terms of such Licenses.
Scheduled Intellectual Property. 3.21(a) SEC.........................................................
Scheduled Intellectual Property. Schedules 5.06(a)(i) and 5.06(a)(ii) of the Disclosure Schedule set forth an accurate and complete list of all (both foreign and domestic) of the following assets of the Business (whether owned jointly or exclusively) (collectively, the Scheduled Intellectual Property"). Scheduled Intellectual Property includes the following items:
(i) Seller's patents and pending patent applications (including any extensions, continuations, renewals, divisions, reexaminations or reissues thereof), including the name of the Person which owns each patent or has filed such pending patent application. To the extent in Seller's custody or control, Seller agrees to furnish Buyer with the original Letters Patent or other original Patent Certificate documents for all patents. To the extent in Seller's custody or control, Seller agrees to furnish Buyer with true, correct and complete copies of the files for each patent and pending patent application.
(ii) Seller's trade names, registered and unregistered trademarks and service marks (including any renewals thereof), trademark registration applications, service xxxx registration applications, and Internet domain names. To the extent in Seller's custody or control, Seller agrees to furnish Buyer with the original United States or foreign registration documents for each registered trademark and the true, correct and complete copies of the files for each trademark and pending trademark application.
(iii) Seller's records of invention for all potential patent applications that have not been filed to date. Seller agrees to furnish Buyer with true, correct and complete copies of the files for each record of invention.
(iv) Except as set forth in Schedule 5.06(a)(iv) to the Disclosure Schedule, Seller has paid all maintenance, renewal, or similar fees required by the applicable Governmental Entities to maintain the Scheduled Intellectual Property. Except as set forth in Schedule 5.06 (a)(iv) to the Disclosure Schedule, Seller has filed responses to all actions from applicable Governmental Entities that have become due relating to the Scheduled Intellectual Property, both foreign and domestic, and has paid all costs and charges, and taken all acts relating to such actions, including without limitation, payment of attorney's fees necessary to maintain such patent, trademark registration, service xxxx registration, or copyright registration in force.
(v) Except as otherwise specified in Schedule 5.06(a)(v) Seller is the sole owner of the Sch...
Scheduled Intellectual Property. Schedule 5 correctly sets forth all issued Patents, Patent applications, registered Trademarks and applications for registration thereto, and registered Copyrights, in each case, issued, applied-for or registered and owned by each Pledgor in its own name as of the date hereof and all Exclusive IP Licenses granted to such Pledgor as of the date hereof. On and as of the date hereof, except as set forth in Schedule 5, collectively, the Pledgors own (a) all issued Patents and pending Patent applications issued by or filed listed in Schedule 5, (b) all registered Trademarks and Trademark applications registered by or filed listed in Schedule 5, (c) all registered Copyrights and Copyright applications pending listed in Schedule 5 and (d) all Licenses granting to a Pledgor any exclusive right with respect to any registered Copyright, Trademark or Patent owned by a third party (“Exclusive IP Licenses”) listed in Schedule 5.1 1 Note to RG: covered by your new section 4.9.
Scheduled Intellectual Property. Except as otherwise provided in Schedule 3.13 and/or Schedule 3.14 annexed hereto, Seller owns or possesses the right to use all of the Scheduled Intellectual Property listed in Schedule 3.14 in the conduct of the Newspaper Business as it is conducted on the Agreement Date. To the actual knowledge of Seller, it is not, in connection with the Newspaper Business, infringing in any material respect upon any trademark, trade name or copyright of any third party and, to the actual knowledge of Seller, no proceedings have been instituted or are pending or threatened, and no written claim has been received by Seller, alleging any such violation.
