Intangible Rights. Set forth on Section 3.12 of the ----------------- ------------ Company Disclosure Schedule is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, used, licensed or controlled by the Company or the Broker-Dealer Subsidiary, and all goodwill associated therewith. The Company or the Broker-Dealer Subsidiary owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, tradenames, software, formulae, methods, processes and other intangible properties that are necessary or customarily used by the Company or the Broker-Dealer Subsidiary for the ownership, management or operation of its properties ("Intangible Rights") including, but not limited to, the Intangible Rights listed on Section 3.12 of the Company Disclosure Schedule. Furthermore: ------------ (i) either the Company or the Broker-Dealer Subsidiary is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Company or the Broker-Dealer Subsidiary to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Company or the Broker-Dealer Subsidiary asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and, to the knowledge of the Company, no grounds for any such claims exist; (iv) neither the Company nor the Broker-Dealer Subsidiary have made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the knowledge of the Company, no grounds for any such claims exist; (v) neither the Company nor the Broker-Dealer Subsidiary have received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Company's or the Broker-Dealer Subsidiary's businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Ri...
Intangible Rights. Set forth on Schedule 5.14 is a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by the Buyer and all goodwill associated therewith. The Buyer owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are necessary or customarily Used by the Buyer for the ownership, management or operation of its Properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on Schedule 5.14. Except as set forth on Schedule 5.14(i) the Buyer is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Buyer to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Buyer asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) the Buyer has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the Buyer, no grounds for any such claims exist; (v) the Buyer has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Buyer’s businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for the Buyer to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Buyer’s Intangible Rights has been assigned, transferred, licensed or sublicensed by the Buyer to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed ...
Intangible Rights. Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions, computer software, and other things of value (“Intangible Rights”), if patented or subject to a patent application, and Confidential Information, which are conceived, made, invented or suggested either by Employee alone or in collaboration with others during the Term and relating to the business of Employer or a Related Entity, shall be promptly disclosed in writing to Employer and shall be the sole and exclusive property of Employer. Employee hereby assigns to Employer all of Employee’s right, title, and interest in and to all such intangible rights that are patented or subject to a patent application by Employer and its successors or assigns, and in and to Confidential Information. In the event that any of said Intangible Rights shall be deemed by Employer to be patentable or otherwise registerable under any federal, state or foreign law, Employee further agrees that during the Term plus 60 days, at the expense of Employer, Employee will execute all documents and do all things necessary, advisable, or proper to obtain patents therefor or registration thereof; and to vest in Employer full title thereto. Employee agrees that all right, title, and interest in any and all copyrights, copyright registrations, and copyrightable subject matter that occur as a result of Employee’s employment with Employer, shall be the sole and exclusive property of Employer, and agrees that such works comprise “works for hire.” Employee hereby assigns and agrees to assign to Employer all right, title, and interest in any such copyrights, copyright registrations, and copyrightable subject matter that occur because of such employment.
Intangible Rights. The STF Public Filings or Schedule 5.15 contains a list and description of all material foreign and domestic patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, Used, licensed or controlled by STF and all goodwill associated therewith. STF owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible rights that are necessary or customarily Used by STF for the ownership, management or operation of its Properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed in the STF Public Filings or on Schedule 5.15. Except as set forth in the STF Public Filings or on Schedule 5.15(i), to the knowledge of STF, (i) it is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the same, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by STF to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against STF asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights and no grounds for any such claims exist; (iv) STF has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the knowledge of STF, no grounds for any such claims exist; (v) STF has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of STF’s businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intangible Rights are sufficient and include all intellectual property rights necessary for STF to lawfully conduct its business as presently being conducted; (vii) no interest in any of STF’s Intangible Rights has been assigned, transferred, licensed or sublicensed by STF to any Person other than the Company; (viii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed i...
Intangible Rights. Employee acknowledges the Company’s sole ownership of all rights to all material created, used or participated in by Employee and broadcast by the Company during the term of this Agreement.
Intangible Rights. Without exception, LCZ shall obtain and pay for any and all royalties or costs arising from patents, trademarks, copyrights, and other similar intangible rights in any way involved with or related to LCZ’s operation of the Zoo. To the extent allowed by law, LCZ shall defend, indemnify, protect and hold harmless CITY, its officers, employees, and agents against any and all claims for infringement of any patent, copyright, trademark, or other intangible rights related to LCZ’s operation or use of such intangible rights.
Intangible Rights. Executive acknowledges the Company’s sole ownership of all rights to all material created, used or participated in by Executive and broadcast by the Company during the term of this Agreement.
Intangible Rights. (a) The Intangible Rights constitute all such proprietary rights that are necessary to the conduct of the Company's business. The Company owns or has valid rights to use all the Intangible Rights without conflict with the rights of others. Except as set forth on Schedule 2.12 hereto, no person has made or, to the best knowl edge of such Selling Shareholder, threatened to make, any claims that the use by the Company of the Intangible Rights or the operations of the Company's business are in violation of or infringe upon any intellectual property rights or any other proprietary or trade rights of any third party.
Intangible Rights. The term "Intangible Rights" shall mean the various registered copyrights, patents, trademarks, service marks and applications therefor listed in Schedule 1.35, licenses with respect to any of the foregoing, trade secrets, proprietary manufacturing information and know-how and customer and supplier lists with respect to the Business and the goodwill associated with any of the foregoing and all other similar intangible rights of any form or nature which are owned by Boise Cascade or Oxford and used by them exclusively in their conduct of the Business but excluding the Excluded Assets.
Intangible Rights. All trademarks, trade names, service marks, franchises, patents, jingles, slogans, logotypes and other intangible rights, owned, used or held for use by Seller as of the date of this Agreement in connection with the Business, including without limitation those listed and described on Schedule 1.1.4 attached hereto (collectively, the "Intangible Property").
