Examples of Company Group Intellectual Property in a sentence
There has been no infringement, misappropriation or violation (or facts that are reasonably likely to give rise to infringement, misappropriation or violation) by the Company Group Entities of any Intellectual Property of other Persons or, to the Knowledge of Xxxxxxxx, any infringement, misappropriation or violation (or facts that are reasonably likely to give rise to infringement, misappropriation or violation) by any other Person of any of the Company Group Intellectual Property.
Except as would not reasonably be expected to have a Company Xxxxx Xxxxxxxx Adverse Effect, a Group Company (i) owns and has legal and equitable title to each material Company Group Intellectual Property Right free and clear of any Liens (other than Permitted Liens) and (ii) has valid and legally enforceable rights to use all Intellectual Property Rights used in, material to or necessary to the conduct of the business of the Group Companies as currently conducted.
The Company Group has not received any written notice that any Person is infringing upon or misappropriating, or has infringed upon or misappropriated any material Company Intellectual Property, and to the Knowledge of the Company, no Person is infringing upon, diluting, misappropriating or otherwise violating, or has infringed upon, diluted, misappropriated or otherwise violated the Company Group's rights in any material Company Group Intellectual Property.
Since January 1, 2017, no Group Company has provided any third Person with written notice claiming that such third Person is infringing, misappropriating or otherwise violating any material Company Group Intellectual Property Right, and, to the Knowledge of the Seller, no such activity is occurring.
Neither Parent nor the Company Group has brought any claims relating to the infringement, misappropriation or other violation of any Parent Intellectual Property or Company Group Intellectual Property against any Person since May 13, 2016.
To the Knowledge of Parent, all other Company Group Intellectual Property is valid and enforceable.
All Company Group Intellectual Property is fully transferable, alienable and licensable by the Company Group without restriction and without payment of any kind to any Person, and, to the Company’s Knowledge, there is no event or condition that would reasonably be expected to render any Company Group Intellectual Property invalid or unenforceable.
Except as set forth in Section 2.11(b) of the Disclosure Letter, no Company Group Intellectual Property Right is subject to any outstanding Order or Contract restricting the use thereof by a member of the Company Group or restricting the licensing thereof by a member of the Company Group to any Person.
The items identified on Schedule 3.10(a) are subsisting, unexpired and in good standing with the Governmental Authorities or the applicable internet domain name registrar with which such Company Group Intellectual Property is registered or pending, and to the Knowledge of the Company Group, are valid and enforceable.
Neither Parent nor the Company Group has received any written (or, to the Knowledge of the Company, unwritten) notice from any Person in the two (2) years prior to the date hereof challenging the ownership, use, validity or enforceability of any material Parent Intellectual Property or any material Company Group Intellectual Property.