Intellectual Property and Information Technology Clause Samples
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Intellectual Property and Information Technology. (a) Section 5.20(a) of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of all Company Products.
(b) The Company and its Subsidiaries own or otherwise hold all rights in all Company IP necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted or as currently proposed to be conducted (the “Necessary IP”), free and clear of any Liens. The consummation of the transactions contemplated by this Agreement will not (i) alter, restrict, encumber, impair or extinguish any rights in any Necessary IP, or (ii) result in the creation of any Lien with respect to any of the Company IP.
(c) Section 5.20(c) of the Company Disclosure Schedule lists and describes the status of each Proceeding or threatened Proceeding (i) alleging infringement, misappropriation or any other violation of any Intellectual Property rights of any Person by the Company or any of its Subsidiaries or by any Company Products, or (ii) challenging the scope, ownership, validity, or enforceability of any Company IP owned by the Company or any of its Subsidiaries or of the Company and its Subsidiaries’ rights under the Necessary IP, regardless of whether such Proceeding or threatened Proceeding has been settled, withdrawn or otherwise resolved. Neither the Company nor any of its Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property rights of any Person or, except in connection with the Proceedings set forth on Section 5.20(c) of the Company Disclosure Schedule, received any notice of alleged infringement or potential infringement of any such rights.
(d) (i) No Person, other than the Company and its Subsidiaries, possesses any current or contingent rights to license, sell or otherwise distribute the Company Products or other products or services utilizing Company IP that is owned by the Company or any of its Subsidiaries, and (ii) there are no restrictions binding on the Company or any Subsidiary respecting the disclosure, use, license, transfer or other disposition of any Company IP or Company Products.
(e) Section 5.20(e)(i) of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of all Company Registered IP. The Company and its Subsidiaries have taken all actions reasonably necessary to maintain and protect all Company Registered IP, including payment of applicable maintenance fees, filing of applicable statements of use, ti...
Intellectual Property and Information Technology. (a) All patents, trademarks, copyrights, and domain names subject to registration or a pending application therefor (“Valaris IP Registrations”) are valid and enforceable, no cancellation, termination, expiration or abandonment of any Valaris IP Registrations (except natural expiration or termination at the end of the full possible term) has occurred, nor is any such action pending, and all necessary registration, maintenance, renewal, and other relevant filing fees associated with any Valaris IP Registrations have been timely paid; (b); Valaris and each Valaris Subsidiary own with good and valid title thereto, free and clear of all Encumbrances (other than Permitted Encumbrances), all Intellectual Property Rights owned or purported to be owned by Valaris or any Valaris Subsidiary and have a valid right or license to use all other Intellectual Property Rights used by any of them in the operation of their respective businesses in the manner presently operated by Valaris or any Valaris Subsidiary (collectively, the “Valaris IP”); (c) the Valaris IP is sufficient for Valaris and each Valaris Subsidiary to operate their respective business in the manner presently operated; (d) neither the operation by Valaris or any Valaris Subsidiary of their respective business in the manner presently operated, nor the use by Valaris or any Valaris Subsidiary of any Valaris IP in respect thereto, infringes, misappropriates, or otherwise violates the Intellectual Property Rights of any third party; (e) neither Valaris nor any Valaris Subsidiary has in the past three (3) years received any written notice, complaint, threat or claim, and no written claims are pending, alleging: (A) the infringement, misappropriation or other violation by it of any Intellectual Property Right of any third party; or (B) that Valaris and a Valaris Subsidiary does not own or challenging the scope of any Valaris IP or, in the case of Valaris IP which is licensed to Valaris or a Valaris Subsidiary, as the case may be, that Valaris or a Valaris Subsidiary’s rights to use such Intellectual Property Rights are invalid or unenforceable; (f) Valaris and each Valaris Subsidiary has used and continue to use commercially reasonable efforts (including measures to protect secrecy and confidentiality, where appropriate) to protect the Valaris IP owned or purported to be owned by Valaris or any Valaris Subsidiary from unauthorized disclosure, access and use; (f) the Information Technology owned, licensed, leased...
Intellectual Property and Information Technology. (A) Details of all registered Company IPR (and all applications for registration comprising part of Company IPR) and all registered Business IPR (and all applications for registration comprising part of Business IPR) are set out in the Disclosure Letter and such Intellectual Property is owned legally and beneficially and exclusively by the Company or member of the Vendor's Group identified as owning it in the Disclosure Letter and the Company IPR is free of all charges, options, liens, equities and encumbrances, save for any agreement disclosed against Warranty 21(C) and any non-exclusive, non-material IP Licences granted by the Companies in the ordinary course of the Transferring Business. All material unregistered Business IPR and material unregistered Company IPR is owned legally and beneficially and exclusively by a member of the Vendor's Group or a Company (as appropriate).
(B) All renewal fees and other official registry fees due and payable at the date of Completion in respect of the rights referred to in the first sentence of SUB-PARAGRAPH (A) have been paid. All steps reasonably required to be taken before Completion for the prosecution and maintenance of patents and patent applications of such Company IPR and Business IPR have been taken.
(C) Each of the material licences and other material agreements relating to Intellectual Property or know-how (excluding computer software) granted to or by any Company or to or by any member of the Vendor's Group in relation to the Transferring Business is either listed in the Data Room Index (with a complete copy contained in the Data Room) or a complete copy is contained in the Disclosure Bundle.
(D) None of the Companies nor any member of the Vendor's Group nor, so far as the Vendor is aware, any other party is in breach of any licence or other agreement relating to Intellectual Property or know-how (excluding computer software) granted to or by any Company, or to or by any member of the Vendor's Group in relation to the Transferring Business.
(E) So far as the Vendor is aware, there is no unauthorised use or infringement by any person of the Company IPR, the Business IPR, or know-how proprietary to a member of the Vendor's Group which is used in the Transferring Business or know-how proprietary to any of the Companies, where the value of the claim in respect of such infringement or unauthorised use is material in monetary terms (having regard to the size of the Transferring Business) or where such infringem...
Intellectual Property and Information Technology. (a) After the consummation of the Radar IP Transfer, all of the remaining Radar Intellectual Property will be owned by the Acquired Company, free and clear of any and all Liens, except for Permitted Liens. Except for the license by Seller of the Licensed Technology to the Acquired Company pursuant to the License Agreement, no licenses for the use of any of the Radar Intellectual Property will have been granted to any third parties other than those that may have been given in the Ordinary Course to end-users of the Acquired Company’s products. None of the Radar Intellectual Property is subject to any outstanding Order. The Radar Intellectual Property, together with the Licensed Technology is sufficient and appropriate for the conduct of Radar Business as currently conducted and as conducted prior to the Radar IP Transfer and the P▇▇▇▇▇ Non-Radar Business Transfer. To the Knowledge of Seller, the Radar Intellectual Property currently used in or in connection with the Radar Business does not infringe on, or conflict with, the intellectual property rights of any Person. No claim is pending or, to the Knowledge of Seller, is threatened, to the effect that any such infringement, interference, or misappropriation has occurred. To the Knowledge of Seller, there is no infringement or unlawful or unauthorized use by any Persons of any of the Radar Intellectual Property material to the conduct of the Radar Business. All required filings, if any, have been made, and all registration, renewal and other fees payable in respect of the registered Radar Intellectual Property, if any, have been paid except where the failure to do so will not have a Material Adverse Effect on the Radar Business.
(b) All Information Technology currently used by or required to carry on the Radar Business is either owned by, or validly leased or licensed to, the Acquired Company or the Seller and its Affiliates.
Intellectual Property and Information Technology. (a) Section 5.20(a) of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of all Company Products.
(b) The Company and its Subsidiaries own or otherwise hold all rights in all Company IP necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted or as currently proposed to be conducted (the “Necessary IP”), free and clear of any Liens except Permitted Liens. The consummation of the transactions contemplated by this Agreement will not (i) alter, restrict, encumber, impair or extinguish any rights in any Necessary IP, or (ii) result in the creation of any Lien with respect to any of the Company IP.
(c) Section 5.20(c) of the Company Disclosure Schedule lists and describes the status of each Proceeding or threatened Proceeding (i) alleging infringement, misappropriation or any other violation of any Intellectual Property rights of any Person by the Company or any of its Subsidiaries or by any Company Products, or (ii) challenging the scope, ownership, validity, or enforceability of any Company IP owned by the Company or any of its Subsidiaries or of the Company and its Subsidiaries’ rights under the Necessary IP, regardless of whether such Proceeding or threatened Proceeding has been settled, withdrawn or otherwise resolved. Neither the Company nor any of its Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property rights of any Person or, except in connection with the Proceedings set forth on Section 5.20(c) of the Company Disclosure Schedule, received any notice of alleged infringement or potential infringement of any such rights.
(d) (i) No Person, other than the Company and its Subsidiaries, possesses any current or contingent rights to license, sell or otherwise distribute the Company Products or other products or services utilizing Company IP that is owned by the Company or any of its Subsidiaries, and (ii) there are no restrictions binding on the Company or any Subsidiary respecting the disclosure, use, license, transfer or other disposition of any Company IP or Company Products.
(e) Section 5.20(e)(i) of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of all Company Registered IP. The Company and its Subsidiaries have taken all actions reasonably necessary to maintain and protect all material Company Registered IP, including payment of applicable maintenance fees, filing of ...
Intellectual Property and Information Technology. (a) Section 4.19(a) of the Parent Disclosure Letter sets forth all patents, registered trademarks, registered copyrights, Internet domain name registrations, pending applications for any patents, trademarks and copyrights owned by Parent or any of its Subsidiaries as of the date of this Agreement (“Registered Parent IP”) and any unregistered trademarks. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent or any of its Subsidiaries, taken as a whole, the Registered Parent IP is subsisting and, excluding any pending applications contained therein, to the knowledge of Parent, is valid and enforceable.
(b) Parent or its Subsidiaries solely own, free and clear of all Liens, or have the rights to use, in each case free and clear of all Liens (other than Permitted Liens), all Parent Owned IP and Parent IT Systems material to the conduct of their respective businesses as currently conducted and as contemplated to be conducted as of the date of this Agreement.
(c) Each Person, including all current and former employees and independent contractors, who have created or developed any Parent Owned IP by or on behalf of Parent or any of its Subsidiaries has assigned all right, title and interest in such Parent Owned IP to Parent or the applicable Subsidiary pursuant to a valid written assignment or otherwise by operation of Law.
(d) (i) There are and have been no pending or, to the knowledge of Parent, threatened claims against Parent or any of its Subsidiaries alleging any infringement, misappropriation or other violation of the Intellectual Property rights of any Person by Parent or any of its Subsidiaries, and the operations of the businesses (including the products and services) of Parent and its Subsidiaries do not, and have not, infringed, misappropriated or otherwise violated the Intellectual Property rights of any Person; and (ii) there are and have been no pending or threatened written claims by Parent or any of its Subsidiaries alleging any infringement, misappropriation or other violation by any Person of any material Parent Owned IP and to the knowledge of Parent, no Third Party is and no Third Party has since the Measurement Date, infringed, misappropriated or otherwise violated any material Parent Owned IP.
(e) To the knowledge of Parent, Parent does not use any open source Software in a manner that would violate any license agreements applicable to such open source Software, o...
Intellectual Property and Information Technology. 10.1 A member of the Astra Tech Group is the sole legal and beneficial owner of the Company Intellectual Property which is material to the Business as a whole. A member of the Astra Tech Group is the registered owner of the registered Company Intellectual Property and such registered Company Intellectual Property is free of any licences (or similar rights) to Third Parties.
10.2 The Disclosure Letter contains a copy of all material licensing or other arrangements under which any member of the Astra Tech Group has the use of any Intellectual Property owned by a Third Party, other than any licences for the use of standard packaged commercially available software. So far as the Seller is aware all such material licensing or other arrangements are valid and enforceable according to their respective terms. No member of the Astra Tech Group will be, as a result of this Agreement, in material default under any such material licence or other arrangement to which it is a party.
10.3 No written claims have been received in the two years prior to the Execution Date by any member of the Astra Tech Group challenging title to or the use of the Company Intellectual Property or claiming any right or interest therein, nor, so far as the Seller is aware, do circumstances exist that could reasonably be expected to lead to any such claims with respect to Company Intellectual Property which is material to the conduct of the Business.
10.4 Each employee and independent contractor of any member of the Astra Tech Group who, either alone or with others, has created, developed or invented any material Company Intellectual Property has, so far as the Seller is aware, entered into a written agreement with a member of the Astra Tech Group which obliged such employee or independent contractor to disclose and assign such material Company Intellectual Property to a member of the Astra Tech Group.
10.5 Within the two years prior to the Execution Date, no written claim concerning any infringement or threatened infringement of any of the Company Intellectual Property by any Third Party has been made by any member of the Astra Tech Group and, so far as the Seller is aware, there is and has been no infringement or threatened infringement of any of the Company Intellectual Property by any Third Party.
10.6 All application, registration and/or renewal fees due in respect of all of the registered Company Intellectual Property have been paid up to date.
10.7 So far as the Seller is aware, no Pers...
Intellectual Property and Information Technology. (a) Section 3.15(a) of the Company Disclosure Schedule contains a list of all Company Registrations, in each case, enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration issued, date of filing or issuance, names of all current applicant(s) and registered owners(s), as applicable. To the knowledge of the Company, the Company and its Subsidiaries have clear title to any material Company Registrations, and all assignments of material Company Registrations to the Company or any of its Subsidiaries have been properly executed and recorded. To the knowledge of the Company, (i) all material Company Registrations are valid and enforceable and (ii) none of the material Company Registrations has lapsed or been abandoned or cancelled. To the knowledge of the Company, all issuance, renewal, maintenance and other payments that are or have become due with respect to the material Company Registrations have been timely paid by or on behalf of the Company or the relevant Subsidiary.
(b) There are no pending or, to the knowledge of the Company, threatened in writing inventorship or ownership challenges, reexaminations, cancellations, opposition or nullity proceedings or interferences with respect to any Company Registrations.
(c) Each item of material Company Intellectual Property will be owned or available for use by the Surviving Corporation and its Subsidiaries immediately following the Closing on substantially identical terms and conditions as it was available to the Company and its Subsidiaries immediately prior to the Closing. The Company or one of its Subsidiaries is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Liens other than Permitted Liens. To the knowledge of the Company, the Company Intellectual Property and freely accessible and useable public domain know-how constitute all material Intellectual Property necessary to manufacture, license, sell, maintain, support and use the products currently sold or licensed by the Company and its Subsidiaries, taken as a whole.
(d) The Company and its Subsidiaries have taken reasonable measures to maintain the confidentiality of and protect the proprietary nature of each item of Company Owned Intellectual Property and to maintain the confidentiality of information owned by another person with respect to which the Company or any Company Subsidiary has a confidentiality obligation.
(e) To th...
Intellectual Property and Information Technology. 17.1 All renewal fees due as at the date of the Signing Protocol in respect of the registered Intellectual Property owned by any member of the Target Group have been paid.
17.2 So far as the Seller is aware, the Target Group either owns or has a licence to use all material Intellectual Property and material information technology, in each case used to carry on the business conducted by the Target Group in the materially the same manner as currently carried on.
17.3 No member of the Target Group nor, so far as the Seller is aware, any other party is in material breach of any of the licences or agreements described in paragraph 17.2.
17.4 So far as the Seller is aware (a) no third party is infringing or making unauthorised use of, or has in the past 12 months infringed or made unauthorised use of, any Intellectual Property or rights in Business Information owned by any member of the Target Group and (b) the activities of the Target Group do not infringe or make unauthorised use of, or have in the past 12 months infringed or made unauthorised use of, any Intellectual Property or rights in Business Information owned by any third party.
17.5 So far as the Seller is aware, and save in the ordinary course of business or to its employees, no member of the Target Group has disclosed any confidential Business Information to any third party other than under an obligation of confidentiality.
17.6 So far as the Seller is aware, there has been no material disruption to the commercial activities of or adverse effect on the business of the Target Group (taken as a whole) in the 12 months prior to the date of the Signing Protocol which has been caused only by any failure, breakdown, security breach, malfunction or data loss of, or other unauthorised access to, any Information Technology used by the Target Group.
17.7 There is no material dispute or proceeding regarding any Information Technology used in the Target Company’s business and, as far as seller is aware, there is no fact, circumstance or matter which is likely to give rise to any such dispute.
17.8 Each member of the Target Group has adequate disaster recovery plans and security arrangements in place and adequate back-up procedures have been implemented and are complied with. The execution of disaster recovery plans and security arrangements have been adequately tested and the relevant employees and third parties have been adequately informed and, where relevant, trained in the execution thereof.
Intellectual Property and Information Technology. (a) Section 3.18(a) of the Company Disclosure Schedules sets forth all patents, registered trademarks, registered copyrights, Internet domain name registrations and pending applications for any patents, trademarks and copyrights owned by the Company or any of its Subsidiaries as of the date of this Agreement (“Registered Company IP”) and any unregistered trademarks. The Registered Company IP is subsisting and, excluding any pending applications contained therein, to the knowledge of the Company, is valid and enforceable.
(b) The Company or its Subsidiaries solely own, or have the rights to use, in each case free and clear of all Liens (other than Permitted Liens), all Company Owned IP and Company IT Systems material to the conduct of their respective businesses as currently conducted.
(c) Each Person, including employees and independent contractors, who has created or developed any Company Owned IP by or on behalf of the Company or any of its Subsidiaries has assigned all right, title and interest in such Company Owned IP to the Company or the applicable Subsidiary.
(i) There are no pending or, to the knowledge of the Company, threatened claims against the Company or any of its Subsidiaries alleging any infringement, misappropriation or other violation of the Intellectual Property of any Person by the Company or any of its Subsidiaries in any material respect, and the operations of the businesses (including the products and services) of the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate the Intellectual Property of any Person in any material respect, other than as in the aggregate would not result in a Company Material Adverse Effect; and (ii) there are no pending or threatened written claims by the Company or any of its Subsidiaries alleging any infringement, misappropriation or other violation by any Person of any material Company Owned IP.
(e) To the knowledge of the Company, the Company does not use any open source Software in a manner that would violate any license agreements applicable to such open source Software, or that would grant to any Person any rights to or immunities from prosecution for infringement of any material Company Owned IP, or that would require the disclosure of source code associated with any otherwise proprietary material Company Owned IP.
(f) The Company has taken commercially reasonable measures to maintain in confidence all Trade Secrets and confidential information that are part of the Comp...