Intangible Property Rights. Section 4.12 of the Disclosure Schedule sets forth a true and complete list of all patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names included in the Intellectual Property that are material to the operation of the Acquired Business as currently conducted. Section 4.12 of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation in the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each item of Intellectual Property that is material to the operation of the Business as currently conducted, an Acquired Entity or, with respect to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire right, title and interest in and to such Intellectual Property or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in the conduct of the Business. Except as set forth on Section 4.11 of the Disclosure Schedule, to the Knowledge of the Seller, no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business that is material to the operation of the Business as currently conducted. To the Knowledge of Seller, no claim has been asserted to the Seller in writing that the use of any Intellectual Property in the operation of the Acquired Business infringes or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection Axx 0000 of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislation.
Intangible Property Rights. To the extent applicable, the Company owns or possesses such licenses or other rights to use all material patents, trademarks, service marks, trade names, copyrights, software, trade secrets, other intangible property rights and know-how (collectively “Intangibles”) as are necessary to entitle the Company to conduct its business, and the Company has not violated or received written notice of any infringement of or conflict with (and the Company does not know of any such infringement of or conflict with) asserted rights of others with respect to any Intangibles that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, without limitation to the foregoing, the Company has a paid-up royalty free and non-exclusive license to use the service xxxx, corporate name and trade name “KKR.”
Intangible Property Rights. 17 3.10. Insurance.......................................................18 3.11.
Intangible Property Rights. (Pursuant to 2 CFR 200.315 and 45 CFR 75.322):
Intangible Property Rights. Schedule 3.5 lists all the trademarks, trade names, trade secrets and other intangible property rights, including all registered trademarks and goodwill associated therewith, used in connection with the Business (the "Intangible Property Rights"). Except as otherwise disclosed in Schedule 3.5, (i) the Seller, to its Knowledge, validly owns the Intangible Property Rights free and clear of all Encumbrances other than Permitted Encumbrances and (ii) no action, claim, suit or proceeding has been brought against the Seller or, to the Knowledge of Seller, has been threatened against the Seller with respect to any material Intangible Property Rights.
Intangible Property Rights. (a) Section 3.12(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Patents and Trademark and Copyright registrations and applications, each as owned by any Company or Company Subsidiary.
Intangible Property Rights. The Disclosure Schedule lists all patents, patent applications, inventions, licenses, trade names, trademarks, service marks, brandmarks, copyrights or registrations or applications therefor, franchises and other assets of like kind (such assets and rights herein called "Rights"), used in Seller's business, which are registered in the name of Seller or which affect the Assets in any manner whatsoever (including any such rights held by Parent), the ownership of all the foregoing being separately stated. The expiration dates, if any, of each of the Rights are set forth in the Disclosure Schedule by product. Seller or Parent owns and possesses all Rights used in the conduct of Seller's business; such Rights are adequate for the conduct of Seller's business and the ownership and development of the Assets, and will not be adversely affected by the transactions contemplated hereby and in the Related Documents; and are not being infringed or violated by any other person or entity. All Rights are, and upon the consummation of the transactions contemplated by this Agreement and the Related Documents will be, vested in Buyer free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. No products sold or services provided by Seller infringe the rights of others. All licenses granted to Seller by others with respect to the business of Seller are set forth in the Disclosure Schedule, and all such licenses are freely assignable. No director, officer, employee, agent or affiliate of Seller or Parent owns, directly or indirectly, in whole or in part, any Rights which the business of Seller has used, or the use of which is necessary for or in furtherance of the business of Seller as now conducted or which affect the Assets in any manner whatsoever. All technology, data, processes, formulas, trade secrets and the like used in the operation of Seller's business (herein called "Know-How") are owned exclusively by Seller, free of any equities, claims, liens, encumbrances or restrictions of whatever nature and Seller has not granted any license or right thereto to others. Upon consummation of the transactions contemplated by this Agreement and the Related Documents, Buyer shall have all rights and interest in and to such Know-How and Seller shall maintain such in strict confidence, which obligation of confidentiality shall survive the Closing hereunder.
Intangible Property Rights. Schedule 3.14 is a true and complete list of all licenses, patents, copyrights, trademarks, service marks, service names, trade names, trade secrets or other proprietary information (collectively, the "Intellectual Property") owned by Cyberworks or in which they have rights. Cyberworks owns or possesses irrevocable rights in all Intellectual Property which is necessary or adequate for the conduct of its businesses. To the Knowledge of the Shareholder or Cyberworks, Cyberworks is not infringing and has not infringed upon any patent, trademark, trademark right, service mark, xxrvice name, trade name, trade secret or proprietary information owned or held by any other person or entity. Except as set forth in Schedule 3.14, there is no claim or action by any other person or entity pending or threatened alleging that Cyberworks is infringing upon any patent, trademark, trademark right, service mark, xxrvice name, trade name, trade secret or proprietary information owned or held by any other person or entity, nor to the Knowledge of the Shareholder or Cyberworks is there any reasonable basis for any such claim or action by any person. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a material breach of any instrument or agreement governing any Intellectual Property (the "Cyberworks IP Rights Agreements"), will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Intellectual Property or materially impair the right of Cyberworks to use, sell or license any Intellectual Property or portion thereof. There are no royalties, honoraria, fees or other payments payable by Cyberworks to any person by reason of the ownership, use, license, sale or disposition of the Intellectual Property (other than as set forth in the Cyberworks IP Rights Agreements listed in Schedule 3.14). Neither the manufacture, marketing, license, sale or intended use of any product currently licensed or sold by Cyberworks or currently under development by Cyberworks violates any license or agreement between Cyberworks and any third party. Cyberworks has taken reasonable and practicable steps designed to safeguard and maintain the secrecy and confidentiality of, and its proprietary rights in, all material Intellectual Property. All officers, employees and consultants of Cyberworks have executed and delivered to Cyberworks an agreement regarding the protection of pr...
Intangible Property Rights. (i) Insurance Benefits; (j) Asset-Related Claims; and (k) Deposit Rights.
Intangible Property Rights. All suits, claims, actions, proceedings or investigations and other intangible property rights;
