Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens. Without limiting the generality of the foregoing:
(i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity;
(ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may be;
(iii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP;
(iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality;
(v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity were used to develop or create any Company IP;
(vi) each of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality;
(vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted;
(viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could...
Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f) of the Disclosure Schedule).
Ownership Free and Clear. The Company Entities exclusively own all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company Entities, as identified in Part 2.9(c) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.9(d) of the Company Disclosure Schedule). Without limiting the generality of the foregoing:
Ownership Free and Clear. The Acquired Corporations exclusively own all right, title, and interest to and in the Company IP (other than any Intellectual Property Rights exclusively licensed to the Acquired Corporations, as identified in Part 2.9(c) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP granted in the ordinary course of business pursuant to Standard Form IP Agreements). Without limiting the generality of the foregoing:
Ownership Free and Clear. Seller exclusively owns all right, title and interest to and in all Registered Intellectual Property. Seller owns all right, title and interest to and in all Intellectual Property (except that in the public domain and not owned by a third party) used in or necessary to conduct the Business as currently conducted or currently contemplated to be conducted (the "Business Intellectual Property") free and clear of any Liens. Without limiting the generality of the foregoing:
Ownership Free and Clear. Except as set forth on Part 2.9(g) of the Company Disclosure Schedule, the Acquired Corporations exclusively own all right, title, and interest to and in the Company IP (other than Intellectual Property Rights licensed to the Acquired Corporations, as identified in Part 2.9(c) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.9(d) of the Company Disclosure Schedule). Without limiting the generality of the foregoing, except as set forth on Part 2.9(g) of the Company Disclosure Schedule:
Ownership Free and Clear. The Company exclusively owns all right, title and interest to and in the Company IP (other than Intellectual Property Rights jointly owned with other Person, as identified in Part 2.10
Ownership Free and Clear. Except as set forth on Schedule 3.14(f), the Company exclusively owns all right, title and interest to and in the Business IP (other than Intellectual Property Rights licensed to the Company, as identified in Schedule 3.14(b) and non-exclusive licenses to third party software that is not incorporated into, or used in the development, testing, distribution, maintenance or support of, the Business Software and that is not otherwise material to the Business) free and clear of all Liens. Without limiting the generality of the foregoing:
(i) no funding, facilities, or personnel of any Governmental Authority or any college, university or other educational institution were used, directly or indirectly, to develop or create, in whole or in part, any Business IP owned or purported to be owned by the Company or Business Product and no Business IP owned or purported to be owned by the Company or Business Product was developed, in whole or in part, pursuant to a Contract with a Governmental Authority;
(ii) no Governmental Authority has any right, title or interest (including license rights) in all or any part of any Business IP owned or purported to be owned by the Company or Business Product;
(iii) all documents and instruments necessary to establish, perfect and maintain the rights of the Company in the Business IP owned or purported to be owned by the Company have been validly executed, delivered and filed in a timely manner with the appropriate Governmental Authority;
(iv) each Person who is or was involved in the creation or development of any Business IP owned or purported to be owned by the Company has signed a valid and enforceable agreement containing an irrevocable assignment of Intellectual Property Rights pertaining to such Business IP to the Company and confidentiality provisions protecting such Business IP;
(v) the Company has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information pertaining to the Business; and
(vi) the Company owns or otherwise has, and after the Closing Parent and Merger Sub will have, all Intellectual Property Rights needed to conduct the Business as currently conducted.
Ownership Free and Clear. The Company or an Acquired Company Subsidiary has good and valid title to all of the Acquired Company Proprietary Assets (other than Acquired Company Proprietary Assets licensed to an Acquired Company), free and clear of all Encumbrances (other than Permitted Encumbrances).
Ownership Free and Clear. Except as set forth on Section 5.07(g) of the Disclosure Schedules, the Target or its Subsidiaries exclusively owns all right, title and interest to and in the Target IP (other than Intellectual Property Rights exclusively licensed to the Target or its Subsidiaries, as identified in Section 5.07(c) of the Disclosure Schedules) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Section 5.07(d) of the Disclosure Schedules and any other Permitted Encumbrances). Without limiting the generality of the foregoing:
