Trademarks, Trade Names and Intellectual Property. Exhibit F, attached hereto and made a part hereof, contains an accurate and complete list of (i) all patents, pending patent applications and invention memoranda relating to the Company's Business or the interest in the Company, (ii) all registered United States and foreign trademarks, trade names, logos and copyrights owned or used by the Company in connection with its Business or interest in the Company, and all registrations thereof, and (iii) all unregistered United States and foreign trademarks, trade names, logos and copyrights used by the Company in connection with its Business or the interest in the Company. The Company has the right to use all trademarks, trade names, logos, copyrights, patents, pending patent applications and invention memoranda referred to herein. There is no pending or threatened action or claim that would impair any such right.
Trademarks, Trade Names and Intellectual Property. A. All Marriott Trade Names and Marriott Trademarks shall in all events remain the exclusive property of Submanager (or one of its Affiliates), and nothing contained in this Agreement shall confer on Owner, Wyndham or Primary Manager the right to use any of the Marriott Trade Names or Marriott Trademarks otherwise than in strict accordance with the terms of this Agreement. Except as provided in Section 11.11.E, upon Termination, any use of or right to use any of the Marriott Trade Names or Marriott Trademarks by Owner, Wyndham or Primary Manager shall cease forthwith, and Primary Manager (i) shall immediately, as of the date of such Termination, place coverings over any signs or similar identification which contain any of said Marriott Trade Names or Marriott Trademarks, or shall otherwise render such signs or other similar identification not visible to the public; and (ii) shall remove any such signs or similar identification from the Hotel by no later than ten (10) days after the date of Termination. If Primary Manager has not removed such signs or similar items within ten (10) days after Termination, Submanager shall have the right to do so at Primary Manager's expense; and if Primary Manager fails to reimburse Submanager for such expense within ten (10) days after receipt of written notice thereof from Submanager to Primary Manager, then Submanager shall have the right (without affecting Submanager's other remedies under this Agreement) to withdraw the amount of such expenses from the Operating Accounts or any other funds of Primary Manager held by or under the control of Submanager other than the FF&E Reserve. For purposes of this Section 11.12, the term "
Trademarks, Trade Names and Intellectual Property. Owner and Lessee agree and acknowledge that the provisions of Section 11.12 of the Submanagement Agreement shall apply to Lessee and Owner and that Owner and Lessee shall comply with the provisions thereof.
Trademarks, Trade Names and Intellectual Property. Schedule 3.13 contains an accurate and complete list of: (i) all patents and pending patent applications owned by Stockholder and/or HRSI, and when the Asset Transfer takes place, the Company, directly or indirectly, used or needed in the Business and all invention memoranda owned by Stockholder and/or HRSI, and when the Asset Transfer takes place, the Company used or needed in the Business, (ii) all registered United States and foreign trademarks, service marks, trade names and logos owned or used by Stockholder and/or HRSI, and when the Asset Transfer takes place, the Company, and all registrations thereof, (iii) all unregistered United States and foreign trademarks, trade names and logos used by Stockholder and/or HRSI, and when the Asset Transfer takes place, the Company, and (iv) all registered United States and foreign copyright registrations owned by Stockholder and/or HRSI, and when the Asset Transfer takes place, the Company. Stockholder and/or HRSI, and when the Asset Transfer takes place, the Company owns all rights in the patents and registrations listed in Schedule 3.13 without any claim or right of joint ownership or separate ownership by any third party. Stockholder and HRSI, and when the Asset Transfer takes place, the Company has the right to use all copyrights, trademarks, trade names, logos, patents, pending patent applications and invention memoranda referred to herein. There is no pending or, to the Knowledge of Stockholder or HRSI, threatened, action or claim that would impair any such right. Stockholder and HRSI, and when the Asset Transfer takes place, the Company has not received any request for indemnity or defense of any claim based in whole or in part on a claim that the products infringe or violate any patent rights, copyrights, trade secret rights, intellectual property rights, or other rights of any third party. The patents listed on Schedule 3.13 are valid and enforceable and, except as identified on Schedule 3.13, are not infringed by any third party. The trademark, service mxxx, trade name and copyright registrations in Schedule 3.13 are valid and enforceable and to the Knowledge of Stockholder, HRSI and the Company, are not infringed by any third party. Neither Stockholder nor HRSI, or any of their Affiliates, and when the Asset Transfer takes place, the Company is in breach of and has not received any communication claiming that Stockholder or HRSI, and when the Asset Transfer takes place, nor the Company is in breach of...
Trademarks, Trade Names and Intellectual Property. Schedule 4.11 contains an accurate and complete list of (a) all registered United States and foreign trademarks, servicemarks, trade names, fictitious names, brand names, business names, designs and logos owned or used by each of the Subject Companies in connection with its business, and all registrations thereof, (b) all registered copyrights owned or used by each of the Subject Companies in connection with its business, and (c) all patents (including all reissues, divisions, continuations and extensions thereof) and pending patent applications owned or used by each of the Subject Companies in connection with its business (collectively, including all rights to any of the foregoing, the “Scheduled Intellectual Property”). Each of the Subject Companies has the right to use all Scheduled Intellectual Property, as well as all other intellectual property used by such Subject Company in connection with its business, in the conduct of its business as it is currently being conducted, and the transactions contemplated by this Agreement will not have the effect of terminating any such right. Except as set forth in Schedule 4.11, there is no pending or threatened action or claim that would impair any such right.
Trademarks, Trade Names and Intellectual Property. 12.2.1 Each party hereby acknowledges that it does not have, and shall not acquire, any interest in any of the other party's trademarks or trade names unless otherwise expressly agreed.
Trademarks, Trade Names and Intellectual Property. Schedule 4.11 contains an accurate and complete list of (a) all registered United States and foreign trademarks, servicemarks, trade names, fictitious names, brand names, business names, designs and logos owned or used by Sirius in connection with its business, and all registrations thereof, (b) all registered copyrights owned or used by Sirius in connection with its business, and (c) all patents (including all reissues, divisions, continuations and extensions thereof) and pending patent applications owned or used by Sirius in connection with its business (collectively, including all rights to any of the foregoing, the “Scheduled Intellectual Property”). Sirius has the right to use all Scheduled Intellectual Property, as well as all other intellectual property used by Sirius in connection with its business, in the conduct of its business as it is currently being conducted, and the transactions contemplated by this Agreement will not have the effect of terminating any such right. Except as set forth in Schedule 4.11, there is no pending or threatened action or claim that would impair any such right.
Trademarks, Trade Names and Intellectual Property. Schedule 3.11 contains an accurate and complete list of (a) all registered United States and foreign trademarks, servicemarks, trade names, fictitious names, brand names, business names, copyrights, designs and logos owned or used by Sea Coast in connection with its business, and all registrations thereof, (b) all unregistered United States and foreign trademarks, servicemarks, trade names, fictitious names and logos used by Sea Coast in connection with its business, and (c) all patents (including all reissues, divisions, continuations and extensions thereof), pending patent applications, patent rights, and invention memoranda owned or used by Sea Coast in connection with its business (collectively, including all rights to any of the foregoing, the “Intellectual Property”). Sea Coast has the right to use all Intellectual Property in the conduct of its business as it is currently being conducted and the transactions contemplated by this Agreement will not have the effect of terminating any such right. There is no pending or, to the knowledge of Seller, threatened action or claim that would impair any such right.
Trademarks, Trade Names and Intellectual Property. Schedule 4.12 contains an accurate and complete list of (a) all patents, pending patent applications and invention memoranda owned by USTMAN or relating to the Business of USTMAN, (b) all registered United States and foreign trademarks, trade names and logos owned or used by USTMAN and all registrations thereof and (c) all unregistered United States and foreign trademarks, trade names and logos used by USTMAN. USTMAN has the right to use all trademarks, trade names, logos, patents, pending patent applications and invention memoranda referred to herein. Except as expressly set forth in Schedule 4.7 hereto, there is no pending or threatened action or claim that would impair any such right. Except as set forth in Schedule 4.12 hereto, USTMAN is the sole and exclusive owner of, with all right, title and interest in and to, each item described in Schedule 4.12 and has sole and exclusive rights to the use thereof or the material covered thereby.
Trademarks, Trade Names and Intellectual Property. Except for the Excluded Assets, Schedule 2.1(g) contains an accurate and complete list of (i) all patents, pending patent applications and invention memoranda of Seller relating to the Business or Purchased Assets, (ii) all registered United States and foreign trademarks, trade names and logos owned or used by Seller in connection with its Business or Purchased Assets, and all registrations thereof, and (iii) all unregistered United States and foreign trademarks, trade names and logos used by Seller in connection with its business or Purchased Assets. Seller has the right to use all trademarks, trade names, logos, patents, pending patent applications and invention memoranda referred to herein. There is no pending or, to the knowledge of the Seller Parties, threatened action or claim that would impair any such right of Seller.
