Scheduled Intellectual Property Rights. Section 3.11(c) of the Company Disclosure Schedule contains a complete and accurate list of all patents and patent applications (whether pending or in the process of preparation), registered trademarks, applications for trademark registration, registered copyrights, applications for copyright registrations, and domain names owned by or expressly licensed to the Company as of the date hereof (collectively, the “Company Registrations”). Section 3.11(c) of the Company Disclosure Schedule also identifies (i) each unregistered trademark, service xxxx, trade name, brand name, slogan or trade dress, and (ii) each unregistered copyright, and (iii) a general description of the Company trade secrets and Company Products, in each case that is owned by or expressly licensed to the Company that, in each case, is material to the Design & Manufacturing Business as currently conducted. For purposes of this Agreement, all items listed on Section 3.11(c) of the Company Disclosure Schedule shall be called “Scheduled Intellectual Property Rights”. Section 3.11(c) of the Company Disclosure Schedule specifically identifies those items of Scheduled Intellectual Property Rights that are licensed to the Company, including the identification of the IP Contract pursuant to which each such Intellectual Property Right is licensed. For each of the Company Registrations, Section 3.11(c) of the Company Disclosure Schedule includes the following information: (i) for each patent and patent application, the title, patent number or application serial number, jurisdiction, filing date, date issued (if applicable), inventors, owner of record, and present status thereof; (ii) for each registered trademark and trademark application, the trademark, application serial number or registration number, jurisdiction, filing date, registration date (if applicable), class of goods or services covered, description of goods or services, owner of record, and present status thereof; (iii) for each domain name, the registration date, any renewal date, owner of record, and name of the registrar; (iv) for each copyright registration and copyright application, the title of the work, number and date of such registration or application, owner of record, and jurisdiction; and (v) any actions that must be taken within ninety (90) days after the date hereof for the purposes of obtaining, maintaining, perfecting, preserving, or renewing any Company Registrations, including the payment of any registration, maintenance,...
Scheduled Intellectual Property Rights. Schedule 2.19(b) of the Company Schedules identifies all registered patents, trademarks, and copyrights, and all applications, certificates, filings, provisionals, or other documents relating to patents, trademarks, or copyrights, and domain names owned by the Company or any Subsidiary (collectively, the “Company IP Registrations”). Each of the Company IP Registrations is valid and subsisting. The Company or one of its Subsidiaries exclusively owns and possesses all right, title and interest in and to the Company IP Registrations, free and clear of all Liens. All necessary fees and filings with respect to any Company IP Registrations have been timely submitted to the relevant intellectual property office or Governmental Entity and Internet domain name registrars to maintain such Company IP Registration in full force and effect. No issuance or registration obtained and no application filed by the Company for any Company IP Registration has been cancelled, abandoned, allowed to lapse or not renewed, except where the Company has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application and where such decision would not have a Company Material Adverse Effect. There are no pending proceedings by or before any Governmental Entity that relate to the validity or enforceability of any of the Company IP Registrations and, to the Company’s knowledge, no such proceedings are threatened by any Person. To the Company’s knowledge, no current or former officer, employee, or contractor of the Company or any Subsidiary has misrepresented, or failed to disclose, and there have not been any misrepresentations of or failures to disclose, any facts or circumstances in any patent application for any Company IP Registrations that would constitute fraud or a misrepresentation with respect to such patent application, or that would otherwise affect the validity or enforceability of any Company IP Registrations.
Scheduled Intellectual Property Rights. Section 3.11(b) of the Company Disclosure Schedule identifies all patents, patent applications, registered trademarks and registered copyrights, applications for trademark and copyright registrations, and domain names, owned by the Acquired Companies (collectively, the “Company IP Registrations”). Except for Company IP Registrations abandoned in the Ordinary Course of Business, each of the Company IP Registrations is valid and subsisting. Except as set forth on Section 3.11(b) of the Company Disclosure Schedule, one of the Acquired Companies exclusively owns and possesses all right, title and interest in and to the Company IP Registrations.
Scheduled Intellectual Property Rights. Schedule 2.12(b) identifies all issued patents, registered trademarks, registered copyrights and domain name registrations, and all applications for any of the foregoing, that are owned by the Company or any Subsidiary (collectively, the “Company IP Registrations”). Schedule 2.12(b) lists for each Company IP Registration (i) the record owner of such item, (ii) the jurisdictions in which such item has been issued or registered or filed, (iii) the issuance, registration or application date, as applicable, for such item, and (iv) the issuance, registration or application number, as applicable, for such item. Each of the Company IP Registrations that is registered or issued is subsisting, and to the Company’s Knowledge, each of the Company IP registrations are valid (or applied for) and enforceable (assuming registration where required for enforcement). As of the date of this Agreement, no issuance or registration obtained, and no application filed by the Company or any Subsidiary for any Company IP Registrations, has been canceled, abandoned, allowed to lapse or not renewed, except where such Company has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application.
Scheduled Intellectual Property Rights. Section 3.11(c) of the Sellers’ Disclosure Schedules identifies all patents, patent applications, registered marks and copyrights, applications for mxxx and copyright registrations, domain names, registered design rights, and other forms of registered Intellectual Property Rights and applications therefor, owned by or exclusively licensed to an Acquired Company (collectively, the “Company Registrations”). For purposes of this Agreement, all items listed in Section 3.11(c) of the Sellers’ Disclosure Schedules shall be called “Scheduled Intellectual Property Rights”. Section 3.11(c) of the Sellers’ Disclosure Schedules specifically identifies those items of Company Registrations that are exclusively licensed to an Acquired Company, including the identification of the Contractual Obligation pursuant to which each such Intellectual Property Right is licensed. Section 3.11(c) of the Sellers’ Disclosure Schedules includes particulars for each of the Company Registrations. The Acquired Company identified in Section 3.11(c) of the Sellers’ Disclosure Schedules is the sole and exclusive owner or licensee of each Scheduled Intellectual Property Right, free and clear of Encumbrances, other than Permitted Encumbrances. For each of the Company Registrations owned by an Acquired Company: (i) all fees required to maintain the Company Registration in full force and effect have been paid; (ii) except as set forth in Section 3.11(c)(ii) of the Sellers’ Disclosure Schedules, all applications are being diligently prosecuted; and (iii) to the Knowledge of the Target Companies, there is no objection or opposition to the Company Registration.
Scheduled Intellectual Property Rights. Schedule 3.12(c) 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 Rights and applications therefor, owned by or exclusively licensed to any Acquired Company or to which any Acquired Company has any exclusive rights (including exclusive options) (collectively, the “Company Registrations”). Schedule 3.12(c) specifically identifies those items of Company Registrations that are exclusively licensed to an Acquired Company, including the identification of the Contractual Obligation pursuant to which each such Intellectual Property Right is licensed. For each of the Company Registrations, Schedule 3.12(c) includes the following information: (i) for each patent and patent application, the title, patent number or application serial number, jurisdiction, filing date, date issued (if applicable), inventors, owner of record, and present status thereof; (ii) for each registered trademark and trademark application, the xxxx, application serial number or registration number, jurisdiction, filing date, registration date (if applicable), class of goods or services covered, description of goods or services, owner of record, and present status thereof; (iii) for each domain name, the registration date, any renewal date, owner of record, and name of the registrar; (iv) for each copyright registration and copyright application, the title of the work, number and date of such registration or application, owner of record, and jurisdiction. Each of the patents and registrations of the Company Registrations is subsisting and, to the Company’s Knowledge, valid and enforceable.
Scheduled Intellectual Property Rights. Section 4.11(a) of the Disclosure Schedule identifies all patents, patent applications, registered trademarks and copyrights, applications for trademark and copyright registrations, and domain names owned by the Group Companies, respectively (collectively, the “Company Registrations”). Each of the Company Registrations is valid and subsisting and in good standing, except where such failure to be valid and subsisting and in good standing has not had, and would not reasonably be expected to have, a Material Adverse Effect. The Group Companies possess all rights, title, and interests in and to each Company Registration, free and clear of any Encumbrance other than Permitted Encumbrances and licenses granted in the Outbound IP Contractual Obligations (as defined below).
Scheduled Intellectual Property Rights. Schedule 3.11(c) contains a complete and correct list of (i) all registered Intellectual Property Rights owned by each Company and (ii) all pending applications for patents and the registration of Intellectual Property Rights owned or filed by each Company and all material unregistered Intellectual Property Rights owned or used by each Company. Schedule 3.11(c) also contains a complete and correct list of all trade, company or Internet domain names owned, reserved, registered to, or used by each Company, as well as all IP addresses registered to or under the direct or indirect control of such Company. Each of the Companies owns all rights, title and interest in and to, or has the right to use, all other Intellectual Property Rights necessary for the operation of its business as presently conducted.
Scheduled Intellectual Property Rights. Schedule 2.13(b) identifies (i) all registered patents, trademarks, domain names and copyrights, and all applications, certificates, filings, provisionals, or other documents relating to patents, trademarks, or copyrights, and domain names owned by the Company or any of its Subsidiaries (collectively, the “Company IP Registrations”) and (ii) all material unregistered trademarks used by the Company or any of its Subsidiaries. Each of the Company IP Registrations is valid and subsisting. The Company or one of its Subsidiaries exclusively owns and possesses all right, title and interest in and to the Company IP Registrations.
Scheduled Intellectual Property Rights. Prior to the Closing, and at Sellers' sole cost and expense, Sellers will, and will cause their Affiliates to, as applicable, file with the appropriate Governmental Agency documents that would be sufficient to establish, once such documents are duly and timely recorded by the appropriate Governmental Agency, that the applicable Seller or Transferred Company is the recorded owner of each item of Scheduled Intellectual Property Rights listed on Schedule 3.12(a)(iv).
