Company Registered Intellectual Property. Schedule 2.10(c) of the Company Disclosure Letter lists all Company Registered Intellectual Property and Company Intellectual Property that is licensed to the Company, and the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed or the jurisdictions in which any other filing or recordation has been made. To the knowledge of the Company, each item of Company Registered Intellectual Property is valid (or in the case of applications, applied for), all registration, maintenance and renewal fees currently due in connection with such Company Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Company Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or non-U.S. jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Company Registered Intellectual Property and recording the Company’s ownership interests therein. The Company has provided to Purchaser tangible copies of all of the Company’s pending patent applications.
Company Registered Intellectual Property. Schedule 3.12(c) of the Disclosure Schedule lists as of the Agreement Date (i) all Company Registered Intellectual Property, the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed or the jurisdictions in which any other filing or recordation has been made, and (except with respect to the Company Registered Intellectual Property on Schedule 3.12(c)(i)(B)) all actions that are required to be taken by the Company within 120 days following the Agreement Date in order to avoid prejudice to, impairment or abandonment of such Intellectual Property Rights, and (ii) all social media accounts held or operated by the Company. Except for such rights that have terminated due to (A) natural expiration, (B) termination or cancellation as a result of normal prosecution activities by the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions or under Proceedings, as the case may be, and (C) that are non-material to the Business and the Company and allowed to lapse or otherwise terminate in the exercise of its reasonable business judgement and in the ordinary course of business (“Permitted Terminations”), each item of Company Registered Intellectual Property is valid (or in the case of applications, applied for), subsisting and enforceable. All registration, maintenance and renewal fees currently due in connection with such Company Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Company Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Company Registered Intellectual Property and recording the Company’s ownership interests therein, except in each case, in relation to and except for Permitted Terminations.
Company Registered Intellectual Property. Schedule 2.10(c) of the Company Disclosure Letter lists all Company Registered Intellectual Property, the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed or the jurisdictions in which any other filing or recordation has been made, the record owner thereof and all actions that are required to be taken by the Company within 120 days following the Agreement Date in order to avoid prejudice to, impairment or abandonment of such Intellectual Property Rights (including all office actions, provisional conversions, annuity or maintenance fees or re-issuances). Each item of Company Registered Intellectual Property is valid (or in the case of applications, applied for), enforceable and subsisting. All registration, maintenance and renewal fees currently due in connection with the Company Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Company Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, obtaining, maintaining and perfecting such Company Registered Intellectual Property and recording the Company’s ownership interests therein. The Company has provided to Acquirer or its counsel copies of all of the Company’s pending patent and utility model applications included in the Company Registered Intellectual Property.
Company Registered Intellectual Property. Section 2.9(c) of the Disclosure Schedule lists all Company Registered Intellectual Property, and the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed, or in which any other filing or recordation has been made; and all actions that are required to be taken by the Company within 120 days of the Agreement Date in order to avoid prejudice to, impairment or abandonment of such Intellectual Property Rights. To the Knowledge of Company, except as set forth on Section 2.9(c) of the Disclosure Schedule, each item of Company Registered Intellectual Property is valid (or in the case of applications, applied for), enforceable and subsisting, all registration, maintenance and renewal fees currently due or due within 120 days of the Agreement Date in connection with such Company Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Company Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Company Registered Intellectual Property and recording the Company’s ownership interests therein.
Company Registered Intellectual Property. Schedule 2.8(b) of the Seller Disclosure Letter sets forth a complete and accurate list of all Company Registered Intellectual Property as of the Agreement Date. Except as set forth in Schedule 2.8(b) of the Seller Disclosure Letter, each item of Company Registered Intellectual Property is, to the Knowledge of the Company, subsisting, valid and enforceable (or in the case of applications, validly applied for) and except as set forth in Schedule 2.8(b) of the Seller Disclosure Letter, in the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any notice or claim pending as of the Agreement Date challenging the validity or enforceability of any Company Registered Intellectual Property.
Company Registered Intellectual Property. Section 2.12(o) of the Company Disclosure Schedule lists all Company Registered Intellectual Property and:
Company Registered Intellectual Property. Section 3.16(b) of the Sellers Disclosure Schedule accurately identifies: (i) each item of Company Registered Intellectual Property; (ii) the jurisdiction in which such item of Company Registered Intellectual Property has been registered or filed, the record owner(s), the applicable registration or filing date, the applicable registration or serial number, and the applicable status of such item (whether registered, issued, pending, published, etc.); (iii) for each item of Company Registered Intellectual Property that is a domain name, the registrant of record, expiration date, and information about the Domain Name Registrar with which such domain name has been registered or filed; (iv) each action, filing, and payment that must be taken or made on or before the date that is one hundred twenty (120) days after the date of this Agreement in order to maintain, perfect, preserve, or renew such item of Company Registered Intellectual Property; and (v) any pending or threatened Proceedings (excluding routine prosecution efforts before the United States Patent and Trademark Office or equivalent foreign authority) before any court, tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) or Governmental Entity in which the Company Registered Intellectual Property is involved. The Company has delivered to Purchaser complete and accurate copies of all applications, correspondence with any Governmental Entity and other material documents related to each such item of Company Registered Intellectual Property.
Company Registered Intellectual Property. Section 3.16(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all Company Registered Intellectual Property, including the jurisdictions in which each such item of Intellectual Property has been issued or registered or in which any application for such issuance and registration has been filed, or in which any other filing or recordation has been made. All issued patents and registrations for trademarks, service marks and copyrights included in the Company Registered Intellectual Property are subsisting and have not expired or been cancelled. Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, all of the Company Registered Intellectual Property has been registered (and such registration has been maintained) in compliance with all requirements under applicable Law.
Company Registered Intellectual Property. Schedule 2.10(c) of the Company Disclosure Letter lists all Company Registered Intellectual Property, the status of such Company Registered Intellectual Property, the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed and the record owner thereof. To the knowledge of the Company, each item of Company Registered Intellectual Property is valid (or in the case of applications, applied for), subsisting and enforceable. All registration, maintenance and renewal fees currently due in connection with the Company Registered Intellectual Property have been paid (other than those expressly allowed to lapse based on the reasonable business judgment of the Company) and all documents, recordations and certificates in connection with such Company Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, obtaining, maintaining and perfecting such Company Registered Intellectual Property and recording the applicable Acquired Company’s ownership interests therein (other than those expressly allowed to lapse based on the reasonable business judgement of the Company).
Company Registered Intellectual Property. Schedule 2.9(c) of the Company Disclosure Letter lists all Company Registered Intellectual Property as of the date hereof, and the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed, or in which any other filing or recordation has been made; and all actions that are required to be taken by the Company within 120 days of the Agreement Date with respect to such Intellectual Property Rights in order to avoid prejudice to, impairment or abandonment of such Intellectual Property Rights. Each item of Company Registered Intellectual Property is valid and subsisting (or in the case of applications, applied for), all registration, maintenance and renewal fees currently due in connection with such Company Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Company Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Company Registered Intellectual Property and recording Company’s ownership interests therein.
