INTELLECTUAL PROPERTY AND COMPUTER HARDWARE Sample Clauses

INTELLECTUAL PROPERTY AND COMPUTER HARDWARE. (a) (x) Except as set forth on Schedule 2.13(a) and for the Automated Transportation Logistics Activity System (the "ATLAS 2000 SYSTEM") and (y) except as may be identified during development of the IT Migration Plan (as defined in Section 4.11 below), contemplated under the Transition Services Agreement and for such other matters that also would not have a Material Adverse Effect, (i) one or more of the Partnership Entities owns all right, title and interest in and to, or has a valid and enforceable license or other right to use lawfully, all the Intellectual Property (as defined in Section 9.16) used by any Partnership Entity in connection with its business free and clear of all liens (other than the Parent Credit Facility Liens, which shall be released at or prior to Closing, and the terms of any such license), and Schedule 2.13(a) sets forth a list of such Intellectual Property so used by the Partnership Entities; (ii) none of the Partnership Entities has infringed or otherwise violated the Intellectual Property of any Person, (iii) to the Knowledge of the Selling Parties, no Person has infringed or otherwise violated the Intellectual Property of any of the Partnership Entities or any Intellectual Property associated with software indicated as owned on Schedule 2.13(b), (iv) the consummation of the transactions contemplated in this Agreement and the Transaction Documents will not alter, impair or extinguish any Intellectual Property of any of the Partnership Entities or any Intellectual Property associated with software indicated as owned on Schedule 2.13(b)) and (v) to the Knowledge of the Selling Parties, there are no agreements, judicial orders or settlement agreements which limit or restrict any of the Partnership Entities' rights to use any Intellectual Property or any Intellectual Property associated with software indicated as owned on Schedule 2.13(b). -15- (b) Other than the ATLAS 2000 System, a listing of all material computer software owned by or licensed to the Selling Parties and/or its Affiliates which is used in connection with the business of the Partnership Entities as presently conducted is identified in Schedule 2.13(b). None of such owned or licensed software infringes or otherwise violates the Intellectual Property of any Person. Such licensed software is referred to herein as the "LICENSED SOFTWARE." (c) The Selling Parties or their Affiliates own all right, title and interest to the ATLAS 2000 System and own all right, title and i...
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INTELLECTUAL PROPERTY AND COMPUTER HARDWARE. (a) Schedule 5.11(a) contains a list of all Copyrights, Patent Rights and Trademarks owned by or licensed (and, if licensed, from whom if identification of the licensor is readily ascertainable from existing listings of licensed Copyrights, Patent Rights and Trademarks) to the Company or the Subsidiaries which are material to the conduct of their business, as currently conducted. (b) Schedule 5.11(b) contains a list of all Software owned by or licensed (and, if licensed, from whom if identification of the licensor is readily ascertainable from existing listings of Software licenses) to the Company or the Subsidiaries which is material to the conduct of their business, as currently conducted. (c) Except as set forth in Schedule 5.11(c), to the Knowledge of Aon, the Company and the Subsidiaries either: (i) own the entire right, title and interest in and to the Copyrights, Patent Rights, Trademarks and Software listed in Schedules 5.11(a) and 5.11(b), free and clear of all Encumbrances; or (ii) have a valid contractual right or license to use the same in the conduct of their business for an annual license fee that does not exceed $175,000. (d) Except as set forth in Schedule 5.11(d), to the Knowledge of Aon: (i) all registrations for Copyrights, Patent Rights and Trademarks identified in Schedule 5.11(a) are valid and in force, and all applications to register any unregistered Copyrights, Patent Rights and Trademarks so identified are pending and in good standing, all without challenge of any kind; (ii) the Copyrights, Patent Rights and Trademarks (other than with respect to pending applications) owned by the Company and the Subsidiaries are valid and in force; and (iii) the Company and the Subsidiaries have the right to bring actions for infringement or unauthorized use of the Copyrights, Patent Rights, Trademarks and Software owned by the Company and the Subsidiaries. (e) Except as set forth in Schedule 5.11(e), (i) to the Knowledge of Aon, no infringement by the Company or any of the Subsidiaries of any Copyrights, Patent Rights and Trademarks of any other Person has occurred or resulted in any way from the conduct of their business between January 1, 2005 and the date hereof and (ii) no written notice of a claim of any infringement of any Intellectual Property of any other Person has been received by the Company or the Subsidiaries in respect of the conduct of their business between January 1, 2005 and the date hereof. (f) Except as set forth in Schedule ...
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INTELLECTUAL PROPERTY AND COMPUTER HARDWARE. (a) Except as set forth in Schedule 2.12(a), (i) Schedule 2.12(a) sets forth a complete and accurate list of all material Intellectual Property owned or used by the Company or by third parties on behalf of the Company in connection with its business. Except as set forth on Schedule 2.12(a), the Company owns all right, title and interest in and to, or has a valid and enforceable license or other right to use, in all material respects, all material Intellectual Property used by the Company in connection with its business, which represents all material Intellectual Property rights necessary for the Company to conduct its business as presently conducted; (ii) to Seller's Knowledge, the Intellectual Property owned or used by the Company does not infringe upon the rights of any third party; (iii) neither Seller nor any of its Affiliates (including the Company) has received any written notice or written claim challenging or questioning the validity or effectiveness of the Company's rights to any of the material Intellectual Property used by the Company in the conduct of its business; (iv) the Company is not liable to any Person for any royalty or other compensation for any of the Intellectual Property used by the Company or by third parties on behalf of the Company in the conduct of its business; and (v) Schedule 2.12(a)(v) sets forth a complete and accurate list of all material trademarks, material service marks and material trade names used exclusively by the Company; Schedule 2.12(a)(v) also sets forth a complete and accurate list of the trademarks, service marks and trade names owned by Seller or any of its Affiliates (other than the Company) that are used by the Company in the conduct of its business (collectively "SELLER'S MARKS"). (b) Computer hardware that is shared between other subsidiaries and the Company, and which is not owned by the Company, is not included in the transaction contemplated under this Agreement. A listing of such hardware, any related Software and the owner thereof, is identified in Schedule 2.12(b). None of the items listed in Schedule 2.12(b) is included as an asset in the balance sheet constituting a part of the Financial Statements.
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INTELLECTUAL PROPERTY AND COMPUTER HARDWARE. (a) Except as set forth on Schedule 2.12, and as may be identified during development of the Migration Plan (as defined in Section 4.12 below) and for such matters as would not have a Material Adverse Effect, each of the Company and the LLC owns all right, title and interest in and to, or has a valid and enforceable license or other right to use, all the intellectual property used by each of the Company and the LLC in connection with its business, which represents all intellectual property rights necessary for the Company and the LLC to each conduct its business as presently conducted. (b) The only representations and warranties given in respect of intellectual property and matters and agreements relating thereto are those contained in this Section 2.12, and none of the other representations and warranties shall be deemed to constitute, directly or indirectly, a representation and warranty in respect of intellectual property and matters or agreements relating thereto. (c) Computer hardware that is shared between other subsidiaries and the Company or the LLC, and which is not wholly owned by the Company or LLC, is not included in this Agreement. A listing of such hardware, and its related computer software system(s), is identified in Schedule 2.12.
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Related to INTELLECTUAL PROPERTY AND COMPUTER HARDWARE

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property Matters A. Definitions