Intangible Rights Clause Samples
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Intangible Rights. Set forth in the Disclosure Letter 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 Corporation or a Subsidiary and all goodwill associated therewith. Each of the Corporation and its Subsidiaries owns or has the right to use and shall as of the Effective 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 Corporation or Subsidiary, as the case may be, for the ownership, management or operation of its properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on the Disclosure Letter. Except as set forth in the Disclosure Letter, (i) the Corporation or a 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 Corporation or a 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 Corporation or a Subsidiary asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Rights or interests therein and, to the knowledge of the Corporation, no grounds for any such claims exist; (iv) the Corporation has not made any claim of any violation or infringement by others of any of its Intangible Rights or interest therein and, to the knowledge of the Corporation, no grounds for any such claim exist; (v) neither the Corporation nor any Subsidiary has 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 businesses of the Corporation and each of its Subsidiaries 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 Corporation and its Subsidiaries to lawf...
Intangible Rights. Set forth on Schedule 4.14 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 Company and all goodwill associated therewith. The Company 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 Company for the ownership, management or operation of its Properties (“Intangible Rights”) including, but not limited to, the Intangible Rights listed on Schedule 4.14. Except as set forth on Schedule 4.14, (i) the Company 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 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 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) the Company 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 Company, no grounds for any such claims exist; (v) the Company 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 Company’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 Company to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Company’s Intangible Rights has been assigned, transferred, licensed or sublicensed by the Company to any person other than the Buyer pursuant to this Agreement; (viii) to the extent that any item constituting pa...
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 term “Intangible Rights” means any and all foreign and domestic patents, patent rights, trademarks, service marks, trade names, and copyrights (whether or not registered and, if applicable, including pending applications for registration), domain names and addresses, internet addresses, Trade Secrets, Confidential Information, and computer software and licenses other than such that are generally available on a retail basis.
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. 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. 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. The sale of the Property shall include the sale, transfer, and conveyance of all of Seller’s right, title, and interest in, to, and under all of the Approvals, as defined in Section 5.01, warranties, guaranties, certificates, licenses, bonds, water and sewer agreements, permits, authorizations, consents, approvals, and development orders, which in any respect whatsoever relate to, or arise out of, the use, occupancy, possession, development, construction, or operation of the Property (collectively, the “Seller’s Permits”), but shall not constitute an assumption by Buyer of any liabilities arising under the Seller’s Permits. The sale shall also include the sale, transfer, and conveyance of all of Seller’s right, title, and interest in, to, and under all intangible personal property, including, without limitation, prepaid water and sewer connection fees, utility capacities, impact fee credits, development agreements, approvals, easements, permits, plans, reports, surveys, environmental and other studies, consents and agreements, rents, issues, proceeds, and profits now or hereafter accruing from the Property, all of which are intended to encompass all of Seller’s contractual rights, benefits, and entitlements relating to the Property (collectively, the “Intangible Personal Property”).
Intangible Rights. To the Company’s knowledge, the Company owns or has the right to use pursuant to valid and enforceable licenses, sublicenses, agreements or permissions, all Intangible Rights (as defined below) that are necessary or desirable for the conduct of the business of the Company as it is currently being conducted, and no claims adverse to the interests of the Company are pending or, to the knowledge of the Company, have been threatened or otherwise asserted with respect to the Company’s ownership or use of any such Intangible Rights. To the Company’s knowledge, the Company is not infringing any Intangible Right owned or used by any third party nor, to the Company’s knowledge, is any third party infringing any Intangible Right owned or used by the Company. For purposes of this Agreement, the term “Intangible Rights” means (i) all inventions (whether patentable or unpatentable, and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (ii) all trademarks, service marks, trade dress, logos, trade names and corporate names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (iii) all copyrightable works, all copyrights, all applications, registrations and renewals in connection therewith, (iv) all trade secrets and confidential business information (including, without limitation, ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, supplier lists, and business and marketing plans and proposals), (v) all gene sequences, cell lines, chemical compounds, assays and biological materials, (vi) all other proprietary rights and (vii) all copies and tangible embodiments of any of the foregoing (in whatever form or medium).
Intangible Rights. Except as set forth in the Sellers' Schedules, the Company does not own any Intangible Rights. As used herein, the term "Intangible Rights" means and includes all right, title and interest in, to and under, any United States and foreign patents, trademarks, trade names, trade styles, service marks, designs, copyrights and labels, together in each case with all registrations, applications, recordings, reissuances, extensions, renewals, licenses and rights, if any, and all books, records, documents, advertising materials, brochures, and instruments, thereof or therefor or relating thereto, the goodwill of the business symbolized thereby, and all claims against third parties for violation or infringement of any thereof.