Technology and Intellectual Property. A. UMPSA and the University of Maine System agree that the following is included in the February 2, 2002, policy document entitled: “Statement of Policy Governing Patents and Copyrights.” The following provision is included in Section VII Disposition of Income and is the third paragraph of that section. It is hereby agreed that:
Technology and Intellectual Property. (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.”
Technology and Intellectual Property. (a) Except as set forth on Schedule 4.12 and subject to the changes in the names of the Company and the Subsidiaries and to the reservation to Seller of the rights, title and interests described in Section 6.12, the Company or a Subsidiary owns or possesses, or has rights or licenses to use, the patents, trademarks (including common law trademarks), service marks, copyrights (including any registrations, applications or continuations relating to any of the foregoing), trade names, technology, trade secrets, inventions, know-how and computer programs which are necessary to carry on its business as currently conducted (each, an “Intellectual Property Asset”), and, to the knowledge of Seller, neither the Company nor any Subsidiary has engaged in any infringement of the intellectual property rights of others with respect to any such Intellectual Property Asset other than any infringements that, in the aggregate, would not have a material effect on the conduct of the business of the Company and the Subsidiaries, taken as a whole. Except as set forth on Schedule 4.12, subject to the changes in the names of the Company and the Subsidiaries and to the reservation to Seller of the rights, title and interests described in Section 6.12, and subject to the receipt of any required consents or the delivery of any required notifications (as set forth on Schedule 4.4), the execution and delivery of this Agreement by Seller, and the consummation of the transactions contemplated hereby, will neither cause the Company or any Subsidiary to be in violation or default under any licenses, sublicenses or other agreements to which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary is authorized to use any Intellectual Property Asset, nor entitle any other party to any such license, sublicense or agreement to terminate such license, sublicense or agreement. Schedule 4.12 sets forth a complete and correct list, as of the date hereof, of the trademarks that are used in the business as currently conducted by the Company or any Subsidiary and all registrations and applications for registration of any Intellectual Property Assets. Except as set forth on Schedule 4.12, Seller has no knowledge of any infringement by third parties of the Intellectual Property Assets.
Technology and Intellectual Property. (a) The electronic data processing, information, record keeping, communications, telecommunications, portfolio trading and computer systems and Intellectual Property (including Software) which are used by Parent and the Parent Subsidiaries in their businesses (collectively, the "Parent Technology Systems") are adequate for the operation of the business of Parent and the Parent Subsidiaries as currently operated. Parent owns or has the right to use all components of the Parent Technology Systems that are reasonably necessary to the normal operations of the business of Parent as currently conducted by it. Parent has good title to all Parent Technology Systems owned by it. There has not been any material malfunction with respect to any of the Parent Technology Systems since December 31, 1998 that has not been remedied or replaced in all material respects, in each case without material disruption to the businesses of Parent and the Parent Subsidiaries. The completion of the Transactions shall not materially alter or impair the right of Parent and the Parent Subsidiaries to use each of the components of the Parent Technology Systems. No database included in the Intellectual Property of Parent and the Parent Subsidiaries has been disclosed or authorized to be disclosed to any third-party other than pursuant to a confidentiality or non-disclosure agreement that reasonably protects Parent's and the Parent Subsidiaries' interest in and to such database.
Technology and Intellectual Property. (a) Schedule 3.17 lists: (i) all patents and all registered trademarks, service marks, copyrights and mask works, and any applications and renewals for any of the foregoing owned by or on behalf of the Company; (ii) all hardware products and tools, software and firmware products and tools and services that are currently sold, published, offered, or under development by the Company; and (iii) all licenses (in and out), sublicenses and other agreements to which the Company is a party and pursuant to which the Company or any other Person is authorized to use any of the Company Intellectual Property or exercise any rights with respect thereto. The disclosures described in clause (iii) of the preceding sentence include the identities of the parties to the relevant agreements, a brief description of the nature and subject matter thereof, the term thereof and a brief description of the payment terms (or a summary of any formula or procedure for determining such payment terms).
Technology and Intellectual Property. All Intellectual Property that is registered with any Governmental Authority by the Company, any of its Subsidiaries or any of the Non-Registered Funds or subject to an application for registration with any Governmental Authority submitted by or on behalf of the Company, any of its Subsidiaries or any of the Non-Registered Funds is listed in Section 2.17 of the Company Disclosure Schedule (the "Registered IP"), which also sets forth a list of all jurisdictions in which such Registered IP is registered or registrations have been applied for and all related registration and application numbers. All Registered IP owned by the Company, any of its Subsidiaries or any of the Non-Registered Funds has been duly registered in, filed in or issued by the appropriate Governmental Authority. Other than as expressly indicated otherwise in the Parent Interim Services Agreement, each of the Company, its Subsidiaries and the Non-Registered Funds has (and upon consummation of the transactions contemplated hereby will have) ownership of, or such other rights by license, lease or other agreement in and to, all Intellectual Property necessary to conduct the business of the Company, its Subsidiaries and the Non-Registered Funds substantially in the manner presently conducted, and the consummation of the transactions contemplated hereby does not and will not materially conflict with, materially alter or materially impair any such ownership or rights. None of the Company nor any of its Subsidiaries has granted any option or license of any kind to any third party relating to any Registered IP or Symphony Signals (as defined in the Asset Purchase Agreement) used by the Company or its Subsidiaries or the marketing or distribution thereof and none of the Company nor any of its Affiliates has granted any option or license of any kind to any third party relating to any Registered IP or Symphony Signals owned or used solely by the Company or its Subsidiaries or the marketing or distribution thereof. All material Technology of the Company, its Subsidiaries and the Non-Registered Funds has been maintained in confidence in accordance with protection procedures customarily used in the industry to protect rights of like importance. None of the Symphony Parties has received any written notice that any of the Technology owned by the Company is invalid or unenforceable. To the Knowledge of the Symphony Parties, none of the Company, its Subsidiaries or the Non-Registered Funds has infringed or v...
Technology and Intellectual Property. (a) Attached as Schedule 3.21 is a Schedule of Minority Bank Intellectual Property, which sets forth a complete and correct list of all (i) registered trademarks, service marks, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by the Minority Bank or used in or necessary to conduct the Minority Bank’s business as presently conducted. The items on Schedule 3.21, together with all trade secrets, customer lists, business application designs and inventions currently used in or necessary to conduct the business of the Minority Bank constitute the “Minority Bank Intellectual Property.”
Technology and Intellectual Property. (a) Attached as Schedule 4.19 is a Schedule of Intellectual Property, which sets forth a complete and correct list of all (i) registered trademarks, service marks, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by First Community or the Wholly Owned Bank or used in or necessary to conduct First Community’s or the Wholly Owned Bank’s business as presently conducted. The items on Schedule 4.19, together with all trade secrets, customer lists, business application designs and inventions currently used in or necessary to conduct the business of First Community or the Wholly Owned Bank constitute the “First Community Intellectual Property.”
Technology and Intellectual Property. 7.14.1 Schedule 7.14.1 lists all patents, registered copyrights, registered trademarks, tradenames, material common law trademarks and pending applications therefor included in the A&S Intellectual Property.
Technology and Intellectual Property. Except as disclosed on Schedule 7.16 of the Price Disclosure Schedule, each of the Price Entities owns or has a valid license to use all trade secrets, know-how, trademarks, service marks and trade names (including any registrations or applications for registration of any of the foregoing) (collectively, the "INTELLECTUAL PROPERTY") necessary to carry on its business substantially as currently conducted. No member of the Price Group or any of the Price Entities has received any written (or, to the Knowledge of the Price Group, oral) notice of infringement of, or conflict with, and, to the Knowledge of the Price Group, there are no infringements of or conflicts with, the rights of others with respect to the use of any Intellectual Property, except as would not, individually or in the aggregate, reasonably be expected to have a Price Material Adverse Effect.
