Trademarks, Patents and Other Rights Sample Clauses

Trademarks, Patents and Other Rights. Set forth in Schedule 3.32 is a list and brief description of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights, and all applications for such which are in the process of being prepared, are owned by, or are registered in the name of either Borrower, or of which any Borrower is a licensor or licensee, or in which any Borrower has any right, and in each case a brief description of the nature of such right. Each Borrower owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, and know how (collectively, “Trade Rights”) necessary or desirable to the conduct of its business as conducted and as proposed to be conducted. No claim is pending or, to the knowledge of either Borrower, threatened to the effect that the operations of either Borrower infringe upon or conflict with the asserted rights of any other Person under any Trade Rights, and, to the knowledge of either Borrower, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the knowledge of either Borrower, threatened to the effect that any such Trade Rights owned or licensed by either Borrower or which such Borrower otherwise has the right to use, is invalid or unenforceable by such Borrowers, and there is no known basis for any such claim (whether or not pending or threatened). All technical information developed by and belonging to each Borrower has been patented or has been kept confidential or has otherwise been established as a trade secret. Neither Borrower has granted or assigned to any other Person any right to sell or produce the products or proposed products or provide the services or proposed services of Borrowers. No officer, director, equity-holder or employee of Borrower has an ownership interest in any of the trademarks, patents, or other rights set forth in Schedule 3.32.
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Trademarks, Patents and Other Rights. The Company owns or has sufficient legal right to use all patents, patent applications, trademarks, trademark applications, service marks, trade names and copyrights (collectively, "Intellectual Property") and all know-how, computer programs and technical data necessary for its business as now conducted and as presently contemplated to be conducted, and which right, to the best knowledge of Seller, does not conflict with or infringe upon the valid rights of others. Neither the Company nor Seller has received any notice of, nor does Seller have any knowledge of, any infringement by the Company or any of its employees of the asserted rights of others. The Company has a valuable body of trade secrets, including know-how, concepts, designs, computer programs and other technical data (the "Proprietary Information") for the development, manufacture and sale of its products. To the best knowledge of Seller after reasonable inquiry, the Company has the right to use the Proprietary Information, free and clear of any rights (including license rights), liens, encumbrances or claims of others. Reasonable security measures have been taken and will continue to be taken by the Company to protect the secrecy, confidentiality and value of the Proprietary Information and the Intellectual Property.
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Trademarks, Patents and Other Rights. Set forth in SCHEDULE I, attached hereto and incorporated herein by reference, is a list and brief description of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, and copyrights, and all applications for such which are in the process of being prepared, are owned by, or are registered in the name of Seller or of which Seller is a licensor or licensee, or in which any of Seller has any right, and in each case a brief description of the nature of such right. Seller owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, and know how (collectively, the "SELLER'S INTELLECTUAL PROPERTY") necessary or desirable to the conduct of the Business as conducted and as proposed to be conducted. No claim is pending or threatened to the effect that the operations of the Business infringe upon or conflict with the asserted rights of any other person under Seller's Intellectual Property, and, to the best knowledge of Seller, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or, to the best knowledge of Seller, threatened to the effect that Seller's Intellectual Property owned or licensed by Seller or which Seller otherwise has the right to use, is invalid or unenforceable by Seller, and there is no known basis for any such claim (whether or not pending or threatened).
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Trademarks, Patents and Other Rights. Set forth in SCHEDULE 2.06 is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights, and all applications for such which are in the process of being prepared, owned by, or registered in the name of, Seller and relating to the Assets.
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Trademarks, Patents and Other Rights. Schedule 2.10 sets forth a list and brief description of all material Intellectual Property owned or licensed by Sellers in the conduct of the Acquired Businesses (excluding "clickwrap" or "shrinkwrap" agreements contained in or pertaining to "off the shelf" software or terms of use or service for any website). To the Knowledge of Sellers, none of Sellers infringes upon or unlawfully uses any intellectual property owned by another Person. None of Sellers currently utilizes any existing or pending patent, trademark, trade name, service xxxx, copyright, software, trade secret or know-how, except for those which are owned, possessed or lawfully used by it in its business operations and, to Sellers' Knowledge, none of Sellers infringes upon or unlawfully uses any patent, trademark,
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Trademarks, Patents and Other Rights. Schedule 2.25(i) contains a true and complete list of all patents, patent applications, trademarks, trademark applications, service marks, trade names and copyrights (collectively, “Intellectual Property”) used by the Company or any Subsidiary in the conduct of its business. Schedule 2.25(i) also lists or briefly describes the material computer programs and related technical data necessary for the business of the Company and its Subsidiaries as now conducted (“Software”). The Stockholders have delivered to Purchaser true and complete copies of all license agreements under which the Company or any Subsidiary licenses the right to use any such Intellectual Property from a third party or grants to a third party a license to use any such Intellectual Property or Software. Where applicable, the Company and the Subsidiaries have properly filed and maintained all registrations for the Intellectual Property and have paid on a timely basis all fees and other charges required to be paid to the relevant governmental authorities in connection with the filing and maintenance of such registrations. The Company and its Subsidiaries own or have rights to use all such Intellectual Property and Software and such use, to the best knowledge of the Stockholders, does not conflict with or infringe upon the valid rights of others. To the best knowledge of the Stockholders, no person or entity is infringing on the rights of the Company or any Subsidiary in such Intellectual Property or Software. The Company and the Subsidiaries have a valuable body of trade secrets, including know-how, concepts, designs, manufacturing processes and other technical data (the “Proprietary Information”) for the development, manufacture and sale of their products. To the best knowledge of the Stockholders after reasonable inquiry, the Company and the Subsidiaries have the right to use the Proprietary Information, free and clear of any rights (including license rights), liens, encumbrances or claims of others. Reasonable security measures have been, and continue being taken by the Company and the Subsidiaries to protect the secrecy, confidentiality and value of the Proprietary Information and the Intellectual Property. The Company and the Subsidiaries have duly obtained the certifications listed in Schedule 2.25(ii). The Company and the Subsidiaries have not infringed any rule which might cause any of those certifications to be cancelled or terminated or otherwise negatively affected.
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Trademarks, Patents and Other Rights. Neither the Company nor any of its Subsidiaries owns any patents or patent applications. Schedule 2.14 sets forth a list of all trademarks, trademark applications, service marks, service mark xxxlications, trade names and copyrights, and all applications for such which are in the process of being prepared, are owned by, or are registered in the name of the Company and each Subsidiary, or of which the Company or any Subsidiary is a licensor or licensee (except for "off-the-shelf" computer software available at retail consumer stores), or in which the Company or any Subsidiary has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary owns or possesses adequate licenses or other rights to use all trademarks, trademark applications, service marks, service mark xxxlications, trade names, copyrights, trade secrets, and know how necessary to the conduct of their respective businesses as currently conducted (collectively, "INTELLECTUAL PROPERTY"). No claim is pending or, to the Company's knowledge, threatened explicitly, to the effect that the operations of the Company or any Subsidiary infringe upon or conflict with the asserted rights of any other person under any
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Trademarks, Patents and Other Rights. (a) Except as specifically noted on Schedule 3.07, the Obligors possess or have a license to use all patents, trademarks, tradenames, and any other material proprietary rights (collectively the "Proprietary Rights") which are required to conduct their respective businesses as conducted by Borrower and its Subsidiaries.
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Trademarks, Patents and Other Rights. Except as set forth on Schedule 2.13 the Company and Subsidiary each has all franchises, permits, licenses and other similar authority necessary for the conduct of its business as conducted by it, the lack of which could materially and adversely affect the operations or condition, financial or otherwise, of the Company or Subsidiary. Neither the Company nor the Subsidiary is in default in any material respect under any of such franchises, permits, licenses or other similar authority. Set forth on Schedule 2.13 to the Company's knowledge are all patents, patent rights, trademarks, trademark rights, trade names, trade name rights,, and copyrights owned or used by the Company or Subsidiary (the "Intellectual Property Rights"), and all such Intellectual Property Rights are valid and in good standing and adequate and sufficient to permit the Company or Subsidiary to conduct its business as conducted by it without conflict with or infringement upon any valid rights of others. No patents, patent rights, trademarks, trademark rights, trade names, trade name rights or copyrights (other than those set forth on Schedule 2.13) are required by the Company or Subsidiary in connection with the conduct of its business as presently conducted by it. Except as set forth in Schedule 2,13, the Company is not aware of and has not received any notice of infringement upon or conflict with the asserted proprietary rights of others. Except as set forth on Schedule 2.13, to the Company's knowledge, all Intellectual Property Rights owned or used by the Company or Subsidiary are owned by it free of any adverse claims, rights or encumbrances as to their exclusive rights thereto, and each of them has used reasonable efforts to protect its rights to continued secrecy thereof. Except as set forth on Schedule 2.13. there exist no options, licenses or agreements of any kind concerning or relating to the Intellectual Property Rights and to which the Company or Subsidiary is bound.
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Related to Trademarks, Patents and Other Rights

  • Inventions and Other Intellectual Property 14.1 The parties foresee that the Executive may make inventions or create other intellectual property in the course of his duties for the Company and agree that in this respect the Executive has a special responsibility to further the interests of the Company and the Group Companies.

  • License for Use of Software and Other Intellectual Property Unless expressly prohibited by the licensor thereof or any provision of applicable law, if any, the Borrower hereby grants to the Administrative Agent on behalf of the Secured Parties a limited license to use, without charge, the Borrower’s and the Servicer’s computer programs, software, printouts and other computer materials, technical knowledge or processes, data bases, materials, trademarks, registered trademarks, trademark applications, service marks, registered service marks, service xxxx applications, patents, patent applications, trade names, rights of use of any name, labels, fictitious names, inventions, designs, trade secrets, goodwill, registrations, copyrights, copyright applications, permits, licenses, franchises, customer lists, credit files, correspondence, and advertising materials or any property of a similar nature, as it pertains to the Borrower Collateral, or any rights to any of the foregoing, only as reasonably required in connection with the collection of the Transferred Receivables and the advertising for sale, and selling any of the Borrower Collateral, or exercising of any other remedies hereto, and the Borrower agrees that its rights under all licenses and franchise agreements shall inure to the Administrative Agent’s benefit (on behalf of the Secured Parties) for purposes of the license granted herein. Except upon the occurrence and during the continuation of a Termination Event, the Administrative Agent and the Lenders agree not to use any such license without giving the Borrower prior written notice.

  • Trademarks, Patents Borrower, as of the date hereof, possesses all necessary trademarks, trade names, copyrights, patents, patent rights, and licenses to conduct its business as now operated, without any known conflict with the valid trademarks, trade names, copyrights, patents and license rights of others.

  • Trademarks, Patents and Copyrights (i) If applicable, the Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent or Copyright may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent or copyright substantially similar to the Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent or Copyright, as the case may be, is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark, Patent or Copyright that is in full force, so long as such other Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United

  • Trademarks All tradenames, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general intangibles relating to or used in connection with the operation of the Property;

  • Patents and Other Intangible Assets (a) The Company (i) owns or has the right to use, free and clear of all Liens, claims and restrictions, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing used in or necessary for the conduct of its business as now conducted or proposed to be conducted without infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any of the foregoing and (ii) is not obligated or under any liability to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any patent, trademark, service xxxx, trade name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of its business or otherwise.

  • Patents, Trademarks, Copyrights and Licenses All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

  • Trademarks and Patents Debtor shall maintain all of its trademarks, trademark rights, patents, patent rights, licenses, permits, tradenames, tradename rights, and approvals, if any, in full force and effect until their respective expiration dates.

  • Trademarks, Etc Except to the extent required by applicable law, no Party shall use any other Party's names, logos, trademarks or service marks, whether registered or unregistered, without the prior consent of such Party.

  • Patents The Company is the owner of or licensee of all right, title and interest in and to each of the Patents, free and clear of all Liens and other adverse claims. All of the issued Patents are currently in compliance with formal legal requirements (including payment of filing, examination, and maintenance fees and proofs of working or use), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the Closing Date. No Patent has been or is now involved in any interference, reissue, reexamination, or opposition proceeding. To the Company’s knowledge: (1) there is no potentially interfering patent or patent application of any third party, and (2) no Patent is infringed or has been challenged or threatened in any way. To the Company’s knowledge, none of the products manufactured and sold, nor any process or know-how used, by the Company infringes or is alleged to infringe any patent or other proprietary right of any other Person.

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