Seller’s Intellectual Property. (a) In the event that work is to be undertaken for the purposes of this contract by a subcontractor, and the United Kingdom does not wish to enter into direct contractual relations with that subcontractor, the Seller shall, unless the United Kingdom agrees otherwise, use reasonable endeavors to procure that in so far as legally possible the terms of the subcontract provide for the United Kingdom the same rights as against the subcontractor as are set out in this clause and impose on the subcontractor the same obligations (the necessary changes being made) as are imposed on the Seller in this Clause.
(b) The Seller shall obtain Buyer approval before placing any subcontract work involving research, design or development under this Contract. Requests for such approval shall be accompanied by two signed copies of the agreement set out in Annex A, attached hereto from the proposed subcontractor, or a statement by the Seller that the proposed subcontractor has refused to sign that agreement.
Seller’s Intellectual Property. Buyer may not use Seller’s trade names, trademarks, logos, service marks, or other proprietary marks.
Seller’s Intellectual Property. Following the Closing, Buyer shall not, and shall cause all of its Affiliates not to, use the Intellectual Property of the Seller other than the Acquired Intellectual Property, including without limitation: (i) ceasing and desisting from all use of the MxxXxx Xxxxx and all variations thereof in any form as previously registered, licensed or used by the Seller or the Business in connection with any goods or services, or used as business names, trade names, fictitious names and any other uses, as well as all use of any of the other Intellectual Property of the Seller and its Affiliates; and (ii) removing, destroying, erasing or otherwise eliminating all references to any of the foregoing Intellectual Property from any signage and any other tangible matter, electronic displays or other depictions of any kind which are of a permanent nature and from all clothing, signs, materials, vehicles and any other tangible matter or electronic systems or media in any form owned, controlled, leased, licensed, operated, possessed or otherwise used by Buyer or any of its Affiliates.
Seller’s Intellectual Property. Each Seller (i) owns and has independently developed or (ii) has the valid right or license to any and all Intellectual Property used by such Seller in the Business (the “Sellers Intellectual Property”). Sellers Intellectual Property is sufficient to use and exploit in furtherance of the Business as currently proposed. One or more Sellers own and have good and exclusive right or title to each item of Sellers Intellectual Property (that is not Licensed Intellectual Property, as defined below), free and clear of any Liens or other restrictions of any kind (other than Permitted Liens), and have the sole and exclusive right to bring actions for infringement or unauthorized use thereof. No Seller has granted any third party rights to or under any Sellers Intellectual Property nor has any Seller granted any third party the right to sublicense any Seller Intellectual Property.
Seller’s Intellectual Property. Except as disclosed on Schedule 5.9, and except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, to Sellers’ Knowledge, (i) the conduct of the Business by Sellers as currently conducted (including the products and services currently sold or provided by Sellers) does not infringe or otherwise violate any Person’s intellectual property rights, and no such claims are pending or threatened in writing against Sellers, and (ii) no Person is infringing or otherwise violating any Intellectual Property Rights owned by Sellers, and no such claims are pending or threatened in writing against any Person by Sellers.
Seller’s Intellectual Property. (a) Schedule 5.12(a) sets forth a true and complete list of all U.S. and foreign (i) issued Patents and pending applications for Patents; (ii) registered Trademarks and pending applications for Trademarks; and (iii) registered Copyrights and pending applications for Copyrights, in each case which are owned by a Seller as of the Execution Date and which are material to the Acquired Assets. Except as set forth on Schedule 5.12(a), Sellers are the sole owners of all of the applications and registrations set forth on Schedule 5.12(a), and all such applications and registrations are in effect and subsisting.
(b) Except as disclosed on Schedule 5.12(b), and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to Sellers’ Knowledge, (i) the conduct of the Business by Sellers as currently conducted (including the products and services currently sold or provided by Sellers) does not infringe or otherwise violate any Person’s intellectual property rights, and no such claims are pending or threatened in writing against Sellers, and (ii) no Person is infringing or otherwise violating any Intellectual Property owned by Sellers, and no such claims are pending or threatened in writing against any Person by Sellers.
(c) To Sellers’ Knowledge, the Acquired Assets and any rights provided to Buyer pursuant to the Transaction Documents include all material third party intellectual property rights licensed to Sellers that are required to conduct the Business in a substantially similar manner as it is presently being conducted by Sellers, except such intellectual property rights as exist under the Excluded Contracts.
Seller’s Intellectual Property. (a) Schedule 5.8(a) contains a complete list of (i) all issued Patents, and all pending applications for Patents, owned by a Seller; (ii) all registered Trademarks, and all pending applications for Trademarks, owned by a Seller; (iii) all registered Copyrights, and all pending applications for Copyrights, owned by a Seller; and (iv) all Domain Names owned by a Seller.
(b) Schedule 5.8(b) contains a complete list of all material licenses, sublicenses, agreements or instruments involving the Intellectual Property of a Seller including (i) all licenses by a Seller to any Person of any Intellectual Property; and (ii) all licenses by any other Person to a Seller of any Intellectual Property (except with respect to generally available
Seller’s Intellectual Property. Seller’s Intellectual Property includes Seller Content, Seller Data, Seller Marks, Services, and all of their components and elements, except to the extent they include or incorporate Buyer’s Intellectual Property. “Seller Data” means information collected by Seller from and about Buyer and end consumers when they use Services and/or other services offered by Seller. “Seller Content” means (i) URLs, domain names, on-screen layouts, keywords, links, pointers and other navigational elements, product/service categories and descriptions, editorial copy, text, photos, graphics, images, artwork, videos, audio content, advertisements and promotions, manuals and other documents, reports and analyses, artistic designs, textual materials and articles, and other tangible, visual or audible works of any nature, (ii) technology, HTML formatting code, source and object code, programming code and software, and data, and (iii) any modifications, extensions, updates and replacements of (i) or (ii), all of which are created by or on behalf of, owned, controlled or provided by, or licensed (other than by Buyer) to, Seller. “Seller Marks” means trade names, trademarks, service marks, logos, trade dress, and other similar indicia of origin owned or controlled by, or licensed (other than Buyer Marks (as defined in subsection d below)) to Seller and the goodwill associated therewith. Any and all suggestions for correction, improvements and modifications to Services and other feedback (including any written or oral statement containing praise, gratitude or criticism that Buyer authorizes Seller to quote in Seller’s marketing collateral), and information and reports provided to Seller by Buyer, are and remain the property of Seller. By giving suggestions or feedback, Buyer does not earn any right, title or interest in Services, Seller’s Intellectual Property, or such feedback.
Seller’s Intellectual Property. 4.1 Each Seller hereby assigns to the Buyer with full title guarantee all Intellectual Property Rights vested in them (the "Sellers' Intellectual Property") that has been used by the Company in its business or is utilizable by the Company (or the Buyer following Completion) (which includes but is not limited to the Intellectual Property Rights listed in Schedule 5) together with all goodwill attaching to such Intellectual Property Rights the right to xxx for damages and other remedies for any infringement of such Intellectual Property Rights that occurred before the Completion Date.
4.2 The Sellers each agree and undertake to provide to the Buyer (at its request and expense) all reasonable assistance with any proceedings which may be brought by or against the Buyer against or by any third party relating to the rights assigned by this Agreement.
4.3 The Sellers shall at the cost and expense of the Buyer do or procure to be done all such further acts and things, and execute or procure the execution of all such other documents, as the Buyer may from time to time reasonably require (without the imposition of any liability on the Sellers in addition to that which they would have under this Agreement) in order to give the Buyer the full benefit of this agreement, whether in connection with any registration of title or other similar right or otherwise.
4.4 The [**] used by the [**] the Company and the Buyer will [**].
Seller’s Intellectual Property. Except as specifically provided below in respect to the VersaCare CFT Mattress, Hill-Rom shall have no right to or claim under any of Seller’s existing or subsequently developed intellectual property including, without limitation, any patents, trademarks, service marks, copyrights, and trade secrets, except to the extent required for the marketing and sale by Hill-Rom in the Territory of the Products purchased from Seller under this Agreement.
