VISTA Property Sample Clauses

VISTA Property. DNA acknowledges and agrees that, except as set forth in Section 5.3 below, VISTA and its Affiliates and/or their respective licensors own exclusively, and throughout the world, all right, title and interest in and to (i) the VISTA Technology, Combined Technology, Promotional Materials, Products and VISTA Marks and all Intellectual Property Rights therein or relating thereto, (ii) all modifications, revisions, changes, copies, partial copies, translations, compilations, improvements, enhancements, modifications, alterations or derivative works to the VISTA Technology, Combined Technology (except as set forth in subsection (iii) below), Promotional Materials and/or Products (except as set forth in subsection (iii) below) designed, developed, created, invented, conceived of or reduced to practice by or on behalf of DNA, VISTA, their respective Affiliates or any other person acting on their behalf, and (iii) all modifications, revisions, changes, copies, partial copies, translations, compilations, improvements, enhancements, modifications, alterations or derivative works to the Licensed Technology designed, developed, created, invented, conceived of or reduced to practice (A) by VISTA or its Affiliates or any other Person acting on their behalf and (B) by DNA or its Affiliates or any other Person acting on their behalf made or created in response to or in order to operate or function in conjunction with the VISTA Technology or Combined Technology (collectively, the "VISTA Property"). To the extent DNA assists with or contributes to the creation or development any portion of the VISTA Property, all such portions of the VISTA Property resulting therefrom shall be deemed to be "works made for hire" and made in the course of services rendered and will belong exclusively to VISTA, with VISTA having the right to obtain, and to hold in its name all Intellectual Property Rights as may be appropriate to the subject matter. To the extent that exclusive title and/or ownership rights may not originally vest in VISTA as contemplated hereunder in any VISTA Property, DNA hereby agrees to irrevocably assign, transfer and convey to VISTA all right, title and interest therein and all Intellectual Property Rights relating thereto. DNA and its personnel shall, at VISTA's expense, give VISTA and/or any VISTA designee all reasonable assistance and execute all documents necessary to assist and/or enable VISTA to perfect, protect, preserve, register and/or record its rights in such ...
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Related to VISTA Property

  • Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.

  • Real Property; Personal Property (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Owned Real Property The Company does not own any real property.

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

  • Real Property (a) The Company does not own any real property.

  • Cooperative Property The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the Cooperative Shares of the Cooperative Corporation.

  • Leased Real Property Section 3.13(b) of the Company Disclosure Letter contains a true, correct and complete list of (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

  • Title; Real Property (a) Each Group Member has good and marketable fee simple title to all owned real property and valid leasehold interests in all leased real property, and owns all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such property is subject to any Lien except Permitted Liens.

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • Real Property Interests Except for leasehold interests disclosed on Schedule 3.20, and except for the ownership or other interests set forth on Schedule 3.20, no Credit Party has, as of the Closing Date, any ownership, leasehold or other interest in real property. Schedule 3.20 sets forth, with respect to each parcel of real estate owned by any Credit Party as of the Closing Date, the address and legal description of such parcel.

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