Examples of Target Company Intellectual Property in a sentence
Except as set forth in Schedules 4.17(a) and 4.21(c), the Target Companies are not bound by, and no Target Intellectual Property is subject to, any agreement or arrangement containing any covenant or other provision that in any way limits or restricts the ability of the Target Companies to use, exploit, assert or enforce any Target Company Intellectual Property anywhere in the world.
To the Knowledge of Seller, Section 3.14(i) of the Disclosure Schedule sets forth a true and complete list of all material patents, patent applications, registered trademarks, trademarks as to which any Target Company claims a common law right and registered copyrights that is owned by, or licensed by a third party to, any Target Company (collectively, with all other Intellectual Property owned by or licensed to a Target Company, the "Target Company Intellectual Property").
Seller and each Target Company have taken reasonable steps in accordance with industry practice to maintain the confidentiality of trade secrets and other confidential Target Company Intellectual Property and, to the Knowledge of Seller, there has been no misappropriation of any material trade secrets or other material confidential (i) Target Company Intellectual Property by any Person or (ii) Intellectual Property of any other Person by any Target Company.
Sellers will, without additional compensation from Buyer, assist Buyer in preparing and executing any documents necessary to obtain any Intellectual Property Rights for any Target Company Intellectual Property and for any Intellectual Property Rights stemming from any Target Company Intellectual Property.
The Target Company Intellectual Property described in Schedule 3.16(a), are all of the intellectual property rights required by the Target Companies to conduct the Business as currently conducted and in accordance with past practice.
Except as disclosed in Section 3.14(iii) of the Disclosure Schedule, no claim has been asserted in writing to any Target Company or any Seller Affiliate (a) that the use of the Target Company Intellectual Property infringes or otherwise violates or may infringe or otherwise violate upon the Intellectual Property of any third party, or (b) challenging or seeking to deny or restrict the use by any Target Company of any of the Target Company Intellectual Property.
The Target Company Intellectual Property includes all Intellectual Property relating to heart valves that may or will use polymer technology.
Except as set forth in Section 3.14(ii) of the Disclosure Schedule, to the Knowledge of the Seller, no Person is engaging in any activity that infringes upon the Target Company Intellectual Property.