Status of Proprietary Assets. For purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes of a company, and all documentation related to any of the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and, to the knowledge of the Company, the Subsidiaries and the Founders, without any conflict with or infringement of the rights of others. Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property but excluding know-how, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s Proprietary Assets, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No Group Company nor Founder has received any communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor, to the knowledge of the Company, the Subsidiaries and the Founders, is there any reasonable basis therefor. None of the Founders nor, to the knowledge of the Company, each Founde...
Status of Proprietary Assets. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets (as defined below), including without limitation all Registered Intellectual Property (as defined below), necessary and appropriate for its business and, to the knowledge of the Seller Parties without any conflict with or infringement of the rights of others. For purpose of this Agreement, (i) “
Status of Proprietary Assets. For purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes of a company, and all documentation related to any of the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of the Group Companies, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority.
Status of Proprietary Assets. Asymetrix owns all right, title or ---------------------------- interest in, or has the rights to use, sell or license, all Intellectual Property Rights necessary or required for the conduct of, or used in, its business as presently conducted (such Intellectual Property Rights being hereinafter collectively referred to as the "Asymetrix IP Rights") and such ------------------- rights to use, sell or license are reasonably sufficient for the conduct of its business as presently conducted. Except for matters which would not have a Material Adverse Effect, neither the manufacture, marketing, license, sale or intended use of any product currently licensed or sold by Asymetrix or currently under development by Asymetrix violates any license or agreement between Asymetrix and any third party or infringes any Intellectual Property Right of any other party; and, except for matters which would not have a Material Adverse Effect, there is no pending or, to the best knowledge of Asymetrix, threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any Asymetrix IP Right; nor, to the best knowledge of Asymetrix without any independent investigation thereof, is there any basis for any such claim; nor has Asymetrix received any notice asserting that any Asymetrix IP Right or the proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other party, nor, to the best knowledge of Asymetrix, is there any basis for any such assertion.
Status of Proprietary Assets. For purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes of a company, and all documentation related to any of the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Except as disclosed in Section 4.10 of the Disclosure Schedule, each Group Company (i) has independently developed and owns free and clear of all material claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and without any conflict with or infringement of the rights of others. Section 4.10 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. No product or service marketed or sold (or proposed to be marketed or sold) by any Group Company violates or will violate any license or infringe any intellectual property rights of any other party.
Status of Proprietary Assets. (a) As used in this Section 3.9,
Status of Proprietary Assets. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:
(a) Each Group Company (i) has independently developed and owns free and clear of all Liens, or (ii) has a valid right or license to use, all Proprietary Assets (as defined below), including without limitation all Registered Intellectual Property (as defined below), necessary and appropriate for its business as presently conducted and as proposed to be conducted, and the Company owns, directly or indirectly, all right, title and interest in, or has sufficient right to use pursuant to written license contract, all Proprietary Assets used in, held for use in, or necessary for the operation of its business as presently conducted and, to the Knowledge of the Group Companies, without any conflict with or infringement of the rights of others.
(b) For the purpose of this Section 3.8:
Status of Proprietary Assets. (a) Each Group Company (i) has independently developed and owns free and clear of all Liens, or (ii) has a valid and sufficient right or license to use all Proprietary Assets, including Intellectual Property, necessary and sufficient for its business as now conducted and as proposed to be conducted and without any conflict with or infringement of the rights of others. Each Yixin Entity (A) has independently developed and owns free and clear of all Liens, or (B) has a valid and sufficient right or license to use all Proprietary Assets, including Intellectual Property, necessary and sufficient for the Business as now conducted without any conflict with or infringement of the rights of others. Section 4.9 of the Disclosure Schedule contains a complete and accurate list of Proprietary Assets, including all Intellectual Property (including but not limited to the Intellectual Property with respect to which any Group Company has the rights of development, maintenance, licensing and sale), of each Group Company and of each Yixin Entity to extent such Proprietary Assets relate to the Business. The Proprietary Assets are sufficient to permit the Group Companies to conduct the Businesses as currently conducted. Each Group Company and, in connection with the Business, each Yixin Entity, has taken all security measures that are commercially prudent in order to protect the secrecy, confidentiality and value of its Proprietary Assets. No product or service marketed, sold or provided (or proposed to be marketed, sold or provided) by any Group Company or, in connection with the Business, by any Yixin Entity, violates or will violate any license or infringes or will infringe any Proprietary Assets of any other party.
(b) None of the Warrantors has received any communications alleging that any Group Company or, in connection with the Business, any Yixin Entity, has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other Person, nor, to the knowledge of the Warrantors, is there any reasonable basis for such allegation. To the knowledge of the Warrantors, none of the Group Companies or, in connection with the Business, none of the Yixin Entities, will require the use of any inventions of any of its employees (or Persons it currently intends to hire) made prior to their employment by a Group Company or Yixin Entity (as applicable). Each employee and consultant of the Group Companies has assigned to the Group Companies all rights, t...
Status of Proprietary Assets. To the Company’s knowledge, the Company has full title and ownership of, or is duly licensed under or otherwise authorized to use, all patents, patent applications, trademarks, service marks, trade names, copyrights, mask works, trade secrets, confidential and proprietary information, designs and proprietary rights (all of the foregoing collectively hereinafter referred to as the “Proprietary Assets”), necessary to enable it to carry on its business as now conducted.
Status of Proprietary Assets. (a) Each Group Company (i) has independently developed and owns free and clear of any Encumbrance, or (ii) has a valid right or license to use, all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and, to the knowledge of the Company, without any conflict with or infringement of the rights of others. Section 8 of the Disclosure Schedule contains a complete list of Registered Intellectual Property of each Group Company.
(b) There are no outstanding options, licenses, Contracts or rights of any kind granted by any Group Company or any other Person relating to any Group Company’s Proprietary Assets, nor is any Group Company bound by or a party to any options, licenses, Contracts or rights of any kind with respect to the Proprietary Assets of any other Person, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software.
(c) Neither the Founder nor any of the Group Companies has received any communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other Person, nor, to the best knowledge of the Group Companies is there any reasonable basis therefor. To the best knowledge of the Group Companies, no other Person is infringing any Proprietary Assets of any Group Company.
(d) Neither the Founder, nor any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any EXECUTION COPY Contract, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best endeavors to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such Founder, officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution, delivery nor performance of this Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will, to the best knowledge of the Group Companies, conflict with or result i...
