Trademarks, Licenses, Etc. Attached hereto as EXHIBIT "D" is a Schedule of Trademarks, etc., listing all trademarks, trade names, trademark licenses, service marks, patents, patent applications therefor, franchises, licenses, copyrights authorizations, product registrations and other assets of like kind (hereinafter "licenses and other rights"), any interest in which is owned by or registered in the name of Seller, which relate to the Assets. Seller is the sole and exclusive owner of, and has the unrestricted right to use, each of the licenses and other rights now used in the conduct of its business, and such licenses or other rights are in full force and effect and have not been amended or modified. Seller has performed all obligations required to be performed by it and is not in default under any of the foregoing. No claims have been asserted against the Seller with respect to any licenses and other rights, and no proceedings have been instituted or threatened which challenge the rights of Seller with respect to any of the licenses and other rights. Seller has not received any notice of infringement of or conflicts with asserted rights of others with respect to any of its licenses and other rights. EXHIBIT "D" indicates the name and address of any person other than the Seller who own each of the licenses and other rights. No action has been taken or will be taken prior to Closing with respect to such licenses and other rights without the prior written consent of Buyer other than those customarily taken consistent with Seller's usual business practices as theretofore conducted. True and complete copies of all licenses and other rights will be furnished or made available to Buyer at least seven (7) days before the Closing Date.
Trademarks, Licenses, Etc. Section 3.18 of the Company Disclosure Schedule sets forth all of the trademarks, trade names, service marks, patents, copyrights, registrations, or applications with respect thereto, and licenses or rights under them owned, used, or intended to be acquired or used by Company, and, to the extent indicated in Section 3.18 of the Company Disclosure Schedule, they have been duly registered in such offices as are indicated therein. Company is the sole and exclusive owner of the trademarks, trade names, service marks, and copyrights, the holder of the full record title to the trademark registrations and the sole owner of the inventions covered by the patents and patent applications, all as set forth in Section 3.18 of the Company Disclosure Schedule; Company has the sole and exclusive right, to the extent listed in Section 3.18 of the Company Disclosure Schedule, to use such trademarks, trade names, service marks, patents and copyrights, and, except to the extent set forth on Section 3.18 of the Company Disclosure Schedule, all of them are free and clear of any mortgages, liens, encumbrances, equities, licenses, claims, and obligations to other persons of whatever kind and character.
Trademarks, Licenses, Etc. The Corporation has or has the right to use all patents, patent applications, trademarks, trademark rights, trade names, trade 8 - 7 - name rights, copyrights, licenses, trade secrets, permits, authorizations and other rights, as are necessary for the conduct of its business, all of which are in full force and effect, and the Corporation, to the best of its knowledge, is in substantial compliance with the foregoing without any infringement of, adverse claim in respect of or known conflict with the valid rights of others which could affect or impair in a material manner the business or assets or financial condition of the Corporation. Annexed hereto as Schedule 4.11 is a schedule listing all patents, patent applications, licenses, copyrights and similar intellectual property rights of the Corporation. The Corporation has complied with all of its obligations of confidentiality in respect of the claimed trade secrets or proprietary information of others and knows of no violation of such obligations of confidentiality as are owed to the Corporation. To the best of the Corporation's knowledge, no employee, agent or consultant of the Corporation is subject to confidentiality restrictions in favor of any third person the breach of which could subject the Corporation to any material liability.
Trademarks, Licenses, Etc. Except as disclosed on Schedule 4.11 and ---------- -------- --- -------- ---- to the extent of the collateral security interest of Kopin therein, the Company has or has the right to use all patents, patent applications, trademarks, trademark rights, trade names, trade name rights, copyrights, licenses, trade secrets, permits, authorizations and other rights, as are necessary for the conduct of its business, all of which are in full force and effect, and the Company is in substantial compliance with the foregoing without any infringement of, adverse claim in respect of or known conflict with the valid rights of others which could affect or impair in a material manner the business or assets or financial condition of the Company. The Company has previously delivered to each of the Investors a schedule listing all material patents, patent applications, licenses, copyrights and similar intellectual property rights of the Company. All material items of intellectual property used by the Company's business are or will be made subject to patent, copyright, trade secret or other appropriate legal protection and the Company is under no obligation to compensate any other Person for the use thereof. The Company has complied with all of its obligations of confidentiality in respect of the claimed trade secrets or proprietary information of others and knows of no violation of such obligations of confidentiality as are owed to the Company. No employee, agent or consultant of the Company is subject to confidentiality restrictions in favor of any third person the breach of which could subject the Company to any material liability. Each of the Company's key employees has executed and delivered an Employee Proprietary Rights and Nondisclosure Agreement in substantially the form previously delivered to Kopin in connection with the Series A Preferred Stock Agreements.
Trademarks, Licenses, Etc. As of the Closing Date, (i) the Loan Parties have obtained and hold in full force and effect sufficient rights in all material trademarks, service marks, trade names, licenses and other similar property rights, free from burdensome restrictions that, to the best knowledge of the Loan Parties, are necessary for the operation of their respective businesses as presently conducted, and (ii) to the best knowledge of the Loan Parties, no product, process, method, service or other item presently sold by or employed by the Loan Parties in connection with such business infringes any patents, trademark, service xxxx, trade name, copyright, license or other right owned by any other Person and there is not presently pending, or to the knowledge of the Loan Parties, threatened, any claim or litigation against or affecting the Loan Parties contesting such Person’s right to sell or use any such product, process, method, service or other item where the result of such failure to obtain and hold such benefits or such infringement would have a Materially Adverse Effect.
Trademarks, Licenses, Etc. Borrower owns or possesses rights to use all licenses, patents, patent applications, copyrights, service marks, trademarks and trade names required to continue to conduct its business as heretofore or presently conducted. To the best of Borrower's knowledge, after diligent inquiry, no such license or trademark has been declared invalid, been limited by order of any governmental authority or by agreement, or is the subject of any infringement, interference or similar proceeding or challenge, except for those licenses or trademarks which if challenged, limited or rendered invalid, would not have a material adverse effect on the condition, financial or otherwise, business, property or results of operations of Borrower or Lender's ability to enforce its rights and remedies hereunder.
Trademarks, Licenses, Etc. Purchaser and Merger Subsidiary owns no trademarks, trade names, service marks, patents, copyrights, registrations, or applications with respect thereto.
Trademarks, Licenses, Etc of the Seller's Disclosure Schedule, sets forth all of the trademarks, trade names, service marks, patents, copyrights, registrations, or applications with respect thereto, and licenses or rights under them owned, used or intended to be acquired or used by Seller, and, to the extent indicated in Section 5.14 of the Seller's Disclosure Schedule, they have been duly registered in such offices as are indicated therein. Seller is the sole and exclusive owner of the trademarks, trade names, service marks, and copyrights, the older of the full record title to the trademark registrations and the sole owner of the inventions covered by the patents and patent applications, all as set froth in Section 5.14 of the Seller's Disclosure Schedule; Seller has the sole and exclusive right, to the extent listed in Section 5.14 of the Seller's Disclosure Schedule, to use such trademarks, trade names, service marks, patents and copyrights, and, except to the extent set forth in Section 5.14 of the Seller's Disclosure Schedule, all of them are free and clear of any mortgages, liens, encumbrances, equities, licenses, claims, and obligations to other persons of whatever kind and character.
Trademarks, Licenses, Etc. As of the Closing Date, (i) the Loan Parties have obtained and hold in full force and effect sufficient rights in all material trademarks, service marks, trade names, licenses and other similar property rights, free from burdensome restrictions that, to the best knowledge of the Loan Parties, are necessary for the operation of their respective businesses as presently conducted, and (ii) to the best knowledge of the Loan Parties, no product, process, method, service or other item presently sold by or employed by the Loan Parties in connection with such business infringes any patents, trademark, service mark, xxade name, copyright, license or other right owned by any other Person and there is not presently CHAR1\1550647v12 pending, or to the knowledge of the Loan Parties, threatened, any claim or litigation against or affecting the Loan Parties contesting such Person’s right to sell or use any such product, process, method, service or other item where the result of such failure to obtain and hold such benefits or such infringement would have a Materially Adverse Effect.
Trademarks, Licenses, Etc. Borrower and each of its Subsidiaries that has commenced operations is possessed of all licenses, trademarks, trademark rights, trade names, trade name rights, copyrights, permits, franchises and agreements material to the Borrower and its Subsidiaries taken as whole which are required in order for them to conduct their business and to operate their properties as now conducted without known conflict with the rights of others.
