Common use of Intellectual Properties Clause in Contracts

Intellectual Properties. SCHEDULE 5.23 contains an accurate and complete list of all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications and copyright registrations and applications, trade secrets or other confidential proprietary information owned or used by Company in the operation of the business (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 and except for commercial software licensed for use on personal computers, Company owns the entire right, title and interest in and to the Intellectual Property, trade secrets and technology used in the operation of its business and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by Company has been, to the extent indicated in SCHEDULE 5.23, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark office or such other government entities, domestic or foreign, as are indicated in SCHEDULE 5.23 and such registrations, filings and issuances remain in full force and effect. There have been and are no pending or, to the best knowledge of Company, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. There is, to the best knowledge of Company, no reasonable basis upon which a claim may be asserted against Company for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of Company, no Person is infringing the Intellectual Property.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc)

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Intellectual Properties. SCHEDULE 5.23 contains an accurate and complete list of all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications and copyright registrations and applications, trade secrets or other confidential proprietary information owned or used by each Company in the operation of the business (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 and except for commercial software licensed for use on personal computers, each Company owns the entire right, title and interest in and to the Intellectual Property, trade secrets and technology used in the operation of its business and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by each Company has been, to the extent indicated in SCHEDULE 5.23, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark office or such other government entities, domestic or foreign, as are indicated in SCHEDULE 5.23 and such registrations, filings and issuances remain in full force and effect. There have been and are no pending or, to the best knowledge of each Company, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. There is, to the best knowledge of each Company, no reasonable basis upon which a claim may be asserted against either Company for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of each Company, no Person is infringing the Intellectual Property.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc)

Intellectual Properties. SCHEDULE 5.23 Schedule 2.21 contains an accurate and complete list of all domestic and foreign letters letters, patent, patents, patent applications, patent licenses, software licenses and know-how licenses, trade namesname, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations mark xxxistrations and applications and copyright registrations and applications, trade secrets or other confidential proprietary information owned or used by Company the Seller in the operation of the business Business (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 Schedule 2.21 and except for commercial software licensed for use on personal computers, Company the Seller owns the entire right, title and interest in and to the Intellectual Property, trade secrets and technology used in the operation of its business Business and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by Company the Seller has been, to the extent indicated in SCHEDULE 5.23Schedule 2.21, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark office or such other government entities, domestic or foreign, foreign as are indicated in SCHEDULE 5.23 Schedule 2.21 and such registrations, filings and issuances remain in full force and effect. There have been and are no pending or, to the best knowledge of Companythe Seller, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. There is, to the best knowledge of Companythe Seller, no reasonable basis upon which a claim may be asserted against Company the Seller for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations mark xxxistrations or applications, applications copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of Companythe Seller, no Person is infringing the Intellectual Property.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Staffmark Inc), Asset Purchase Agreement (Staffmark Inc)

Intellectual Properties. SCHEDULE 5.23 Schedule 2.21 contains an accurate and complete list of all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications and copyright registrations and applications, trade secrets or other confidential proprietary information owned or used by Company the Seller in the operation of the Seller's business (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 Schedule 2.21 and except for commercial software licensed for use on personal computers, Company the Seller owns the entire right, title and interest in and to the Intellectual Property, trade secrets and technology used in the operation of its business and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by Company the Seller has been, to the extent indicated in SCHEDULE 5.23Schedule 2.21, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark office or such other government entities, domestic or foreign, as are indicated in SCHEDULE 5.23 Schedule 2.21 and such registrations, filings and issuances remain in full force and effect. There have been and are no pending or, to the best knowledge of Companythe Seller, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. There is, to the best knowledge of Companythe Seller, no reasonable basis upon which a claim may be asserted against Company the Seller for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of Companythe Seller, no Person is infringing the Intellectual Property.

Appears in 1 contract

Samples: Asset Purchase Agreement (Thermoview Industries Inc)

Intellectual Properties. SCHEDULE 5.23 2.24 contains an accurate and complete list of all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications and copyright registrations and applications, trade secrets or other confidential proprietary information applications owned or used by Company any of the Companies in the operation of the business Business (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 2.24 and except for commercial software licensed for use on personal computers, Company each of the Companies owns the entire right, title and interest in and to the Intellectual Property, trade secrets and technology used in the operation of its business and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by such Company has been, to the extent indicated in SCHEDULE 5.232.24, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark office or such other government entities, domestic or foreign, as are indicated in SCHEDULE 5.23 2.24 and such registrations, filings and issuances remain in full force and effect. There have The Seller has not been and are no pending orserved with notice of, nor, to the best knowledge of Companythe Seller, are there any threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. There is, to the best knowledge of Companythe Seller, no reasonable basis upon which a claim may be asserted against Company any of the Companies for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of Companythe Seller, no Person is infringing upon the Intellectual Property.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

Intellectual Properties. SCHEDULE 5.23 2.24 contains an accurate and complete list of all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications and copyright registrations and applications, trade secrets or other confidential proprietary information owned or used by the Company in the operation of the business Business (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 2.24 and except for commercial software licensed for use on personal computers, the Company owns the entire right, title and interest in and to the Intellectual Property, trade secrets and technology used in the operation of its business and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by the Company has been, to the extent indicated in SCHEDULE 5.232.24, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark office or such other government entities, domestic or foreign, as are indicated in SCHEDULE 5.23 2.24 and such registrations, filings and issuances remain in full force and effect. There have been and are no pending or, to the best knowledge of Companythe Seller, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. There is, to the best knowledge of Companythe Seller, no reasonable basis upon which a claim may be asserted against the Company for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of Companythe Seller, no Person is infringing upon the Intellectual Property.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

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Intellectual Properties. SCHEDULE 5.23 2.24 contains an accurate and complete list of all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications and copyright registrations and applications, trade secrets or other confidential proprietary information owned or used by either Company or the Partnership in the operation of the business Business (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 2.24 and except for commercial software licensed for use on personal computers, Company the Partnership owns the entire right, title and interest in and to the Intellectual Property, trade secrets and technology used in the operation of its business the Business and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by Company the Partnership has been, to the extent indicated in SCHEDULE 5.232.24, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark office or such other government entities, domestic or foreign, as are indicated in SCHEDULE 5.23 2.24 and such registrations, filings and issuances remain in full force and effect. There have been and are no pending or, to the best knowledge of Companythe Sellers, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. There is, to the best knowledge of Companythe Sellers, no reasonable basis upon which a claim may be asserted against either Company or the Partnership for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of Companythe Sellers, no Person is infringing upon the Intellectual Property.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

Intellectual Properties. SCHEDULE 5.23 Schedule 2.24 contains an accurate and complete list of all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx mxxx registrations and applications and copyright registrations and applications, trade secrets or other confidential proprietary information owned or used by the Company in the operation of the business Business (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 Schedule 2.24 and except for commercial software licensed for use on personal computers, the Company owns the entire right, title and interest in and to the Intellectual Property, trade secrets and technology used in the operation of its business and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by the Company has been, to the extent indicated in SCHEDULE 5.23Schedule 2.24, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark office or such other government entities, domestic or foreign, foreign as are indicated in SCHEDULE 5.23 Schedule 2.24 and such registrations, filings and issuances remain in full force and effect. There have been and are no pending or, to the best knowledge of CompanySellers, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. There Except as otherwise set forth in Schedule 2.24, there is, to the best knowledge of CompanySellers, no reasonable basis upon which a claim may be asserted against the Company for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx mxxx registrations or applications, applications copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of CompanySellers, no Person is infringing the Intellectual Property.

Appears in 1 contract

Samples: Agreement (Steel Technologies Inc)

Intellectual Properties. SCHEDULE 5.23 2.24 contains an accurate and complete list of all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications and copyright registrations and applications, trade secrets or other confidential proprietary information owned or used by the Company in the operation of the business Business (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 2.24 and except for commercial software licensed for use on personal computers, the Company owns the entire right, title and interest in and to the Intellectual Property, trade secrets and technology used in the operation of its business and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by the Company has been, to the extent indicated in SCHEDULE 5.232.24, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark office or such other government entities, domestic or foreign, as are indicated in SCHEDULE 5.23 2.24 and such registrations, filings and issuances remain in full force and effect. There have been and are no pending or, to the best knowledge of Companythe Sellers, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. There is, to the best knowledge of Companythe Sellers, no reasonable basis upon which a claim may be asserted against the Company for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of Companythe Sellers, no Person is infringing upon the Intellectual Property.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

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