Intellectual Property and IT Assets. Except for such matters as would not, individually or in the aggregate, reasonably be expected to result in an American Material Adverse Effect:
Intellectual Property and IT Assets. (A) Any grant or license by the Target Companies to another Person of any right to or under material Intellectual Property or material IT Assets that are owned by the Target Companies, excluding any confidentiality agreements or other agreements the main purpose of which is not to grant or license Intellectual Property; and (B) any grant or license by another Person to any of the Target Companies of any right to or under any third Person's Intellectual Property or IT Assets that are material to the conduct of the Target Companies' business, excluding any Contract with an annual license fee of less than $1,000,000;
Intellectual Property and IT Assets. Except for such matters as would not, individually or in the aggregate, reasonably be expected to result in an East Material Adverse Effect:
Intellectual Property and IT Assets. Except for such matters as would not, individually or in the aggregate, reasonably be expected to result in a US Airways Material Adverse Effect:
Intellectual Property and IT Assets. (a) Company and its Subsidiaries own or have the right to use all Intellectual Property used in or necessary for the operation of the businesses of each of Company and its Subsidiaries as presently conducted (collectively, the “Company Intellectual Property”) free and clear of all Encumbrances except for Permitted Encumbrances, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Intellectual Property and IT Assets. (a) Parent and its Subsidiaries own or have the right to use all Intellectual Property used in or necessary for the operation of the businesses of each of Parent and its Subsidiaries as presently conducted (collectively, the “Parent Intellectual Property”) free and clear of all Encumbrances except for Permitted Encumbrances, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Intellectual Property and IT Assets. (a) Schedule 3.12(a) sets forth a true and complete list of all (i) Transferred IP Assets that are any of the following: (A) material Computer Software; (B) Trademarks which are the names of products and services; and (C) the subject of an application or registration with the United States Patent and Trademark Office, the United States Copyright Office or any other authority in the United States, or an Internet register (each, an “Intellectual Property Office”), identifying each as a Patent, Trademark, Copyright, Computer Software, or otherwise, and specifying for each its title or subject matter, application or registration number, filing date, issue date, owner, but for Internet domain names specifying for each its registrant and administrative contact names, addresses and other contact information, the administering register, registration date, expiration date, and whether it is active (i.e., hosting a website); (ii) Transferred IT Hardware (identifying each item’s purpose and owner); (iii) Intellectual Property Contracts (identifying for each its title, the parties and date, provided that no breach shall be deemed to have occurred for inadvertent failure prior to the date of this Agreement to list any immaterial Intellectual Property Contract after having made reasonable efforts to do so notwithstanding any obligation to list pursuant to Section 3.13(l); (iv) IT Hardware Leases (identifying for each its title, the parties and date,); and (v) Excluded IP Assets (identifying for each the information for an asset or Contract, as applicable, consistent with the requirements set forth above in this Section 3.12(a)). Except as otherwise specifically identified in Schedule 3.12(a) or as the direct result of an Intellectual Property Office’s negligence, no item required to be listed on Schedule 3.12(a)(i) has lapsed, expired or been abandoned or cancelled, or is subject to any pending, or to the Knowledge of Sellers threatened, opposition, cancellation, interference, Intellectual Property Office public protest, domain name dispute or other proceeding before an Intellectual Property Office, and no item required to be identified on Schedule 3.12(a)(i)(C) requires that any maintenance fee be paid, affidavit of use be filed, or any other action required to maintain such item be taken within six (6) months immediately following the date of this Agreement. Except as otherwise specifically identified in Schedule 3.12(a)(vi), there is no claim asserted, or to the Know...
Intellectual Property and IT Assets. (a) Company Disclosure Schedule 3.30(a) sets forth a true, complete and correct list of all registered and, to Company’s Knowledge, unregistered material Company Intellectual Property owned by the Company or any of its Subsidiaries, including the jurisdictions in which each such Company Intellectual Property right has been issued or registered or in which any application for such issuance and registration has been filed.
Intellectual Property and IT Assets. (a) The Company or its Subsidiaries own all right, title, and interest to and in the Business IP free and clear of any Liens, except for Permitted Liens. Except as set forth in Section 3.14(a) of the Seller Disclosure Schedule, neither Seller, the Company nor any of the Company’s Subsidiaries has, during the three (3) years immediately prior to the date of this Agreement, received any written notice or claims challenging the Company’s or its Subsidiaries’ ownership of any Business IP, or the validity or enforceability of any Business IP.
Intellectual Property and IT Assets. 3.9.1 SCHEDULE 3.9.1 sets forth as of the date hereof and as of the Closing (as Updated as of the Closing) a true and complete list of all Registered Transferred Owned Business Intellectual Property, indicating for each, as applicable, the owner, jurisdiction and registration number (or application number).
