Patents and Intellectual Property Rights. Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.
Patents and Intellectual Property Rights. Unless otherwise provided by law, the Subrecipient hereby acknowledges and agrees that it is subject to the Xxxx-Xxxx Act, P.L. 96-517, codified in 35 U.S.C. 200 et seq., and that it is subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from financial assistance awards that are in 37 C.F.R. Part 401 and the standard patent rights clause in 37 C.F.R. 401.14.
Patents and Intellectual Property Rights. Unless otherwise provided by law, Subrecipient is subject the Xxxx-Xxxx Xxx, 00 USC § 200 et seq., as amended, including requirements governing the development, reporting and disposition of rights to inventions and patents resulting from financial assistance awards, 37 CFR Part 401, and the standard patent rights clause in 37 CFR § 401.14.
Patents and Intellectual Property Rights. (a) Schedule 2.14 sets forth a list of each patent, trademark, trade name, service xxxx, brand xxxx, brand name, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the "Intellectual Property") owned or used in connection with the Business by the Company and indicates, with respect to each item of Company's Intellectual Property that is licensed by the Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The use of the foregoing by the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxx, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A.
(b) The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted.
(c) To the extent used in the conduct of the Business by the Company, each of the licenses or other contracts relating to the Company's Intellectual Property (collectively, the "Intellectual Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by the Compan...
Patents and Intellectual Property Rights. Unless otherwise provided by law, the Applicant is subject to the Xxxx-Xxxx Act, Pub.
Patents and Intellectual Property Rights. To the best of the Seller Parties' knowledge, the operations of Seller do not make any unauthorized use of any Intellectual Property except for any such unauthorized uses which do not have a Material Adverse Effect. Assuming the consents listed as item XII on Schedule 3.9 are obtained, neither Parent nor IAWC will lose any of Seller's rights to, or be required to pay increased royalties for, any Intellectual Property included in the Acquired Assets being acquired by it as a result of the Closing and the consummation of the transactions contemplated by this Agreement, except for any such rights or such increased royalties the loss or payment of which would, individually or in the aggregate, not have a Material Adverse Effect.
Patents and Intellectual Property Rights. (a) Section 3.23(a) of the Disclosure Letter sets forth a complete and accurate list of all patents and patent applications, registered trademarks, applications for registration of trademarks and material unregistered trademarks, registered and material unregistered copyrights (including computer software programs), and domain name registrations owned or held for use by either of the Companies or any of their Subsidiaries in the conduct of its business, specifying as to each such item, as applicable: (i) the owner of the item, (ii) the jurisdictions in which the item is held, issued or registered or in which any application for issuance or registration has been filed, (iii) the respective issuance, registration, or application number of the item, and (iv) the date of application and issuance or registration of the item.
(b) Except as set forth in Section 3.23(b) of the Disclosure Letter, there are no material licenses, sublicenses, consents and other agreements (whether written or otherwise) by which the Companies (or either of them) or any of their Subsidiaries (i) are permitted to use the Intellectual Property (as defined below) of any third party (other than licenses to standard off-the-shelf desktop software), and (ii) permit a third party to use Intellectual Property owned by or licensed to the Companies or any of their Subsidiaries (other than licenses to standard, off-the-shelf desktop software). Neither the Companies nor any of their Subsidiaries, to the knowledge of either of the Companies or the Stockholder, any other party is in breach of or default under any such license or other agreement and except as set forth in Section 3.23(b) of the Disclosure Letter, each such license or other agreement is now and immediately following the Closing shall be valid and in full force and effect.
(c) The Companies and their Subsidiaries own or are licensed or otherwise have the right to use all Intellectual Property used in the conduct of their businesses as currently conducted and as proposed to be conducted.
(d) The business operations of each of the Companies and their Subsidiaries as it is currently conducted or proposed to be conducted, including but not limited to the design, development, use, import, manufacture and sale of the products, technology or services (including products, technology or services currently under development) of each of the Companies and their Subsidiaries, does not and will not, infringe, dilute, misappropriate or otherwise viol...
Patents and Intellectual Property Rights ii) Schedule 2.14 sets forth a list of each patent, trademark, trade name, service xxxx, brand xxxx, brand name, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the "Intellectual Property") owned or used in connection with the Business by the Company and indicates, with respect to each item of Company's Intellectual Property that is licensed by the Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The use of the foregoing by the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxx, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as set forth on Schedule 2.14A.
Patents and Intellectual Property Rights. Schedule 2.23 of the Disclosure Statement contains a list of all patents, patent applications, trademarks and trade names, copyrights, patent and trademark licenses, service marks, logos and the like owned by DI. To the knowledge of DI and each of the Warranting Shareholders, no claim has been made that any of them infringes the patents, trademarks or other rights of others. To the knowledge of DI and each of the Warranting Shareholders, the manufacture or sale of any products now or heretofore manufactured or sold by DI did not and does not infringe (nor has any claim been made that any such action infringes) the patents or rights of others. DI owns or possesses licenses or other rights to use all patents, patent applications, copyrights, trademarks, trade names and other intellectual property necessary to conduct its business as presently conducted.
Patents and Intellectual Property Rights. (a) Schedule 3.13(a) contains a true, correct and complete list of all Intellectual Property, including a true, correct and complete list of all Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(b) Except as set forth on Schedule 3.13(b), at the Closing, Seller will transfer to Buyer all Intellectual Property and Technology without payment of royalties (either upon the Closing or at any time thereafter) and free and clear of any Liens other than Permitted Liens. Other than as set forth in the DNT Contracts, Seller owns, and at the Closing will transfer to Buyer, without payment of royalties (either upon the Closing or at any time thereafter) and free and clear of any Liens other than Permitted Liens, all Intellectual Property and Technology, other than Intellectual Property and Technology which is generally commercially available from suppliers of either equipment or computer programs or is in the public domain, with respect to Seller's unique process for making DNT and/or required in connection with Seller's performance of its obligations under the DNT Contracts. Air Products has no rights to any Intellectual Property and Technology owned by Seller related to DNT other than as set forth in the DNT Contracts.
(c) Except as set forth on Schedule 3.13(c), there are no licenses or other agreements from or with third parties under which Seller uses or exercises any rights with respect to any of the Intellectual Property or Technology.
(d) To the best of Seller's knowledge, except as set forth on Schedule 3.13(d), neither Seller nor any Affiliate of Seller has received (and Seller has no knowledge of) any notice from any other Person challenging the right of Seller (or any of its Affiliates or any other Person) to use any of the Intellectual Property or any Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, administrative or judicial, pending or threatened with respect to any Intellectual Property or Technology.
(e) Except as set forth on Schedule 3.13(e), no licenses have been granted and Seller has no obligation to grant licenses with respect to any Intellectual Property or Technology. To the best of Seller's kn...
