Examples of Purchaser Owned Intellectual Property in a sentence
Schedule 5.17(a) of the Disclosure Schedule shall also include a true, correct and complete list of all proprietary Software owned or purported to be owned by Purchaser (“Purchaser Software”), in each case, that is included in the Purchaser Owned Intellectual Property and is material to Purchaser or the conduct of the Purchaser’s business.
Any Intellectual Property used by Purchaser in the performance of any services under any Contract is, and upon the performance of such Contract remains, owned or in-licensed by Purchaser, and no client, customer or other third-party has any claim of ownership on the Purchaser Owned Intellectual Property.
There are no other claims of infringement by Purchaser of any Intellectual Property of any Person, and to the knowledge of Purchaser, no Person has infringed, misappropriated or otherwise violated any Purchaser Owned Intellectual Property.
No funding, facility or personnel of any Governmental Entity, university, college, other educational institution or research center was used in the development of any Purchaser Owned Intellectual Property.
Neither Purchaser nor any of the Purchaser Owned Intellectual Property are subject to any outstanding Order materially adversely affecting the validity or enforceability of, or Purchaser’s ownership or exclusive use of, or exclusive rights in or to, any such Intellectual Property or otherwise restricting or materially adversely affecting Purchaser’s right to own, license or use any Purchaser Owned Intellectual Property.
As of the Execution Date there are no material disputes or litigation with respect to any material Purchaser Owned Intellectual Property and Purchaser is not a party to any dispute or litigation relating to any Purchaser Owned Intellectual Property.
Purchaser has not used any material open source, free or community Software licensed in such a way that would subject any Purchaser Owned Intellectual Property to Copyleft Terms.
Purchaser owns all right, title, and interest in and to the Purchaser Owned Intellectual Property, free and clear of any Lien (other than Permitted Liens) and has the valid and legally enforceable right to use the Purchaser Licensed Intellectual Property as necessary for or used or held for use in the operation of Purchaser’s business as currently conducted.
Purchaser solely and exclusively owns all rights, title, and interests in and to the Purchaser Owned Intellectual Property free from any Encumbrances (except Permitted Encumbrances), and is licensed to use, pursuant to valid and legally enforceable written licenses, or otherwise has a valid right to use, all Purchaser Licensed Intellectual Property currently used by Purchaser or necessary to conduct the business of Purchaser as currently conducted.
All Purchaser Registered Intellectual Property is (i) valid, subsisting, and, to the Knowledge of Sellers, enforceable, and (ii) in full force and effect, and no Purchaser Owned Intellectual Property (or Purchaser Licensed Intellectual Property that is the subject of an exclusive license) is the subject of any challenge, opposition, cancellation or nullity proceeding, Inter Partes Review or reexamination, or interference or written threats to commence the same.