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.”
(b) The Company and each Company Subsidiary has ownership of, or such other rights by license, lease or other agreement in and to, the Intellectual Property as is necessary to permit the use of the Intellectual Property in the conduct of its business as presently conducted. Neither the Company nor any Company Subsidiary has received any notice (whether written or, to the Knowledge of the Company or any Company Subsidiary, oral) alleging that the Company or any Company Subsidiary has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, and to the Knowledge of the Company and the Company Subsidiaries, none of the Company or any Company Subsidiary has committed any such violation or infringement. To the Knowledge of the Company or any Company Subsidiary, there are no facts or circumstances that, upon consummation of the transactions contemplated hereby, would cause the Company or any Company Subsidiary to be in any way more restricted in its use of any of the Intellectual Property than it was on the date hereof under any contract to which the Company or a Company Subsidiary is a party or by which it is bound, or that use of such Intellectual Property by the Bank will, as a result of such consummation, violate or infringe the rights of any Person, or subject Parent, the Company a Company Subsidiary to liability of any kind, under any such contract.
(c) The Company or a Company Subsidiary has ownership of, or such other rights by license, lease or other agreement ...
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:
1. For the first $100,000 of cumulative net income the default minimum distribution shall be as follows:
a. 50% to the professional creator / inventor
Technology and Intellectual Property. (i) Buyer has been given access to review (A) Intellectual Property owned by Borrower and ALSC, (B) pending patent applications and applications for registrations of other Intellectual Property filed by Borrower or ALSC (of which there are none), (C) unregistered trade names and corporate names owned by or under which Borrower or ALSC conducts its business, and (D) all other Intellectual Property owned by Borrower or ALSC (collectively, the “Owned Intellectual Property”).
(ii) Borrower or ALSC is the sole and exclusive owner of, and has the right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of, sell and license, without payment to any other Person, all of the Owned Intellectual Property, free and clear of any Encumbrances, and the consummation of the Contemplated Transactions does not and will not conflict with, alter or impair any such rights. During the past five years, neither Borrower nor ALSC has received any written notice or any notice from any Person asserting any ownership interest in the Owned Intellectual Property.
(iii) Schedule 4(ii)(iii) sets forth a list of all Intellectual Property that is licensed by Borrower or ALSC from another Person (collectively, the “Licensed Intellectual Property” and, together with the Owned Intellectual Property, the “Borrower Intellectual Property”). With respect to the Licensed Intellectual Property:
(A) each contract covering such Licensed Intellectual Property is legal, valid, binding, enforceable and in full force and effect and the applicable entity among Borrower and ALSC possesses legally enforceable rights to use, in the manner currently used and proposed to be used, the Licensed Intellectual Property, and the consummation of the Contemplated Transactions does not and will not conflict with, alter or impair any such rights;
(B) neither Borrower (nor ALSC) nor, to the Knowledge of Borrower and ALSC any other party to a contract covering such Licensed Intellectual Property is in breach or default, no event has occurred which with notice or lapse of time would constitute a material breach or default or permit termination, modification or acceleration thereunder, and no party to such contract has repudiated any provision thereof; and
(C) neither Borrower, ALSC, nor any employee, agent, consultant or independent contractor thereof, has modified, enhanced or prepared a derivative component of any Licensed Intellectual Property.
(iv) Borrower Intellectual Pr...
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.
(b) The conduct of the business of Parent and the Parent Subsidiaries does not infringe upon any intellectual property right owned or controlled by any third-party. There are no claims, proceedings or actions pending or, to Parent's knowledge, threatened in writing, and Parent has not received any notice of any claim or suit (i) alleging that Parent's or any Parent Subsidiary's activities infringes upon or constitutes the unauthorized use of the proprietary rights of any third-party or (ii) challenging the ownership, use, validity or enforceability of any Intellectual Property owned or controlled by Parent or any Parent Subsidiary, nor is there a valid basis for any such claim or suit. No third-party is, to Parent's knowledge, infringing upon any Intellectual Property owned or controlled by Parent or any Parent Subsidiary, and no such claims have been made by Parent or any Parent Subsidiary.
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.”
(b) Except as set forth on Schedule 4.19, First Community or the Wholly Owned Bank, as applicable, has ownership of, or such other rights by license, lease or other agreement in and to, the First Community Intellectual Property as is necessary to permit each of First Community or the Wholly Owned Bank, as applicable, to use the First Community Intellectual Property in the conduct of its business as presently conducted. Neither First Community nor the Wholly Owned Bank has received notice (whether written or, to the knowledge of First Community, oral) alleging that First Community or the Wholly Owned Bank has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, and to First Community’s knowledge, neither it nor the Wholly Owned Bank has committed any such violation or infringement. Other than as set forth on Schedule 4.19, to First Community’s knowledge, there is no reason to believe that, upon consummation of the transactions contemplated hereby, First Community or the Wholly Owned Bank will be in any way more restricted in its use of any of the First Community Intellectual Property than it was on the date hereof, or that use of such First Community Intellectual Property by First Community or the Wholly Owned Bank will, as a result of such consummation, violate or infringe the rights of any person, or subject First Community, the Wholly Owned Bank or the Minority Bank to liability of any kind, under any such contract.
(c) The First Community IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications ...
Technology and Intellectual Property. (a) Schedule 5.13(a) sets forth (i) all the material Intellectual Property, including all pending registrations and applications therefor, that the Purchased Entities own, use or license and (ii) all contracts, agreements or other arrangements under which the Purchased Entities have granted, or are obligated to grant, rights to others to use, reproduce, market or exploit any Intellectual Property. All owned and registered Intellectual Property used by or in connection with the conduct and operation of the businesses relating to the CantaMia Property, including rights to any architectural and engineering plans and designs and any materials relating thereto with respect to the homes, the clubhouse and the grounds in respect of the CantaMia Property (the “CantaMia IP”), are subsisting, and all necessary registration, maintenance, renewal, and other relevant filing fees due through the date hereof in connection therewith have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant patent, copyright, trademark, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such registered Intellectual Property in full force and effect in all material respects.
(b) Except as set forth on Schedule 5.13(b), the Purchased Entities own all right, title and interest in and to, or have valid and continuing rights to use, sell and license without limitation including the right to copy, distribute, display, prepare derivative works of any CantaMia IP subject to copyright protection) all material Intellectual Property, Software and other Technology used in the conduct of the business and operations in respect of the Properties as presently conducted, free and clear of all Liens or obligations to others other than Permitted Exceptions. Except as set forth on Schedule 5.13(b), to the Knowledge of Sellers none of the Purchased Entity Assets (including any Intellectual Property of the Purchased Entities as used in connection with their respective businesses, including but not limited to the names of any Purchased Entity or any other Purchased Entity Assets), or the business or operations of the Purchased Entities, infringe upon, misappropriate or otherwise violate any Intellectual Property of any third party in any material respect. To the best of the Sellers’ Knowledge, no third party is infringing on any rights of the Purchased Entities’ Intellect...
Technology and Intellectual Property. (a) Schedule 3.12(a) 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 Seller or its Affiliates for the benefit of the Business; (ii) all hardware products and tools, software and firmware products and tools and services that are currently sold, published, offered, or under development by Seller or its Affiliates for the benefit of the Business; and (iii) all licenses (in and out), sublicenses and other agreements to which Seller or its Affiliates is a party and pursuant to which Seller or any other person is authorized to use any of the Business Intellectual Property or exercise any other right with regard thereto.
(b) Each item of the Business Intellectual Property is either: (i) owned solely by Seller or its Affiliates free and clear of any liens (the “Owned Intellectual Property”), as listed on Schedule 3.12(b)(i); or (ii) rightfully used and authorized for use by Seller and its successors pursuant to a valid and enforceable written license as listed on Schedule 3.12(b)(ii). All of the Business Intellectual Property that is used by Seller pursuant to a license or other grant of a right by a third party to use its proprietary information is separately identified as such under Schedule 3.12(b). Seller has all rights in the Business Intellectual Property necessary to carry out the Business former, current and currently planned future activities, including without limitation (except as noted on Schedule 3.12(b)) rights to make, use, exclude others from using, reproduce, modify, adapt, create derivative works based on, translate, distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, assign and sell the Business Intellectual Property in all geographic locations and fields of use, and to sublicense any or all such rights to third parties, including the right to grant further sublicenses.
(c) Seller is not in material violation of any license, sublicense or other agreement listed on Schedule 3.11 to which Seller is a party or otherwise bound relating to any of the Business Intellectual Property. Except as noted in Schedule 3.12(c), neither Seller nor any of its Affiliates is obligated to provide any consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by Seller or Buyer, a...
Technology and Intellectual Property. (i) Except as set forth in Section 3.1(p)(i) of the Sellers’ Disclosure Letter, the Acquired Companies or the Acquired Company Subsidiaries own or possess, or have rights or licenses to use, trademarks, trademark applications, service marks, trade names, copyrights, Internet domain names (including any registrations or applications to register any of the foregoing), computer software, trade secrets, inventions and know-how and, to the Knowledge of Sellers, the Acquired Companies or the Acquired Company Subsidiaries own or possess, or have rights or licensees to use, the patents and patent applications that are necessary to carry on their business as presently conducted (each, an “Intellectual Property Right”), except where the failure to so own or possess, or have licenses to use, would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.1(p)(i) of the Sellers’ Disclosure Letter, none of the Acquired Companies or the Acquired Company Subsidiaries has received any written notice of any infringement of the rights of any third party with respect to any Intellectual Property Right used by the Acquired Companies or the Acquired Company Subsidiaries.
(ii) Section 3.1(p)(ii) of the Sellers’ Disclosure Letter sets forth a complete and accurate list of all material computer programs and databases used by an Acquired Company or Acquired Company Subsidiary and owned by the Acquired Companies or the Acquired Company Subsidiaries (the “Owned Computer Programs”), and identifies which Acquired Company or Acquired Company Subsidiary owns each such program. Except as set forth in Section 3.1(p)(ii) of the Sellers’ Disclosure Letter, the relevant Acquired Company or Acquired Company Subsidiary, as the case may be, has the sole, full and clear title to the Owned Computer Programs, free of all claims, including claims, liens or encumbrances or ownership rights of employees, agents, consultants, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software, and owns all right to xxx and keep any damage awards for any past infringements by any Person of any Owned Computer Programs.
(iii) Section 3.1(p)(iii) of the Sellers’ Disclosure Letter sets forth a complete and accurate list of all material computer programs and databases (other than shrink wrap, click wrap or commercially available, off-the-shelf computer programs or databases and Ow...
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.
(b) 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...
Technology and Intellectual Property. (a) Section 4.13(a) of the Disclosure Schedule sets forth a complete and accurate list of (i) each item of Company Intellectual Property (including domain names) that is registered with or subject to an application for registration with any Governmental Body that is, in each case, owned or filed by or on behalf of any Company Entity, (ii) each trade name, d/b/a, unregistered trademark, and unregistered service xxxx used by any Company Entity that is material to their respective businesses and (iii) any License Agreement governing Licensed IP. Such list shall contain, as applicable, (A) the name of all actual and recorded owners, (B) the jurisdiction in which the application or registration was made, (C) the application and registration numbers, and (D) the filing and registration, issue and application dates. The list pertaining to the License Agreements governing Licensed IP shall contain (x) the name and date of the license agreement pursuant to which such Licensed IP is licensed and (y) whether or not such License Agreement grants an exclusive license to any Company Entity. All registered Company Intellectual Property is valid, enforceable, subsisting and in full force and effect.
(b) A Company Entity (i) owns, free and clear of all Liens, all right, title and interest in and to, or (ii) has valid and continuing rights to use, sell and license, all Intellectual Property, Software and other Technology that is material to the conduct of the business and operations of the Company Entities as presently conducted, including rights to develop, manufacture, use, market, sell, offer for sale, exploit and import all of the Company Products, and no Company Entity has received any written, or to the Knowledge of the Company, any non-written, notice from any Person asserting any claim to the contrary. The Company Intellectual Property owned by the Company Entities is owned solely and exclusively by the Company Entities.
(c) To the Knowledge of the Company, the conduct of the business of the Company Entities, including the development, use, manufacture, marketing, sale and offer for sale of the Company Products and services of the Company Entities, has not infringed, misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate any Intellectual Property of any Person. No Company Entity has received any written, or to the Knowledge of the Company, any non-written, notice of any claims that have been made against any Company Entity ...
