Intellectual Property and Software. No rights to any intellectual property covering, pertaining to, relating to or residing in (a) any of the Covered Equipment, alone or in combination with any other one or more of the Covered Equipment, or (b) any documentation or data furnished to the Customer pursuant hereto for use with the Covered Equipment are granted to the Customer by Grass Valley, except that Grass Valley does give the Customer the right to use (a) the Covered Equipment in the manner in which they are designed to operate, are programmed and are configured at the time of delivery to the Customer and (b) such documentation or data solely with the Covered Equipment. Software, including software Covered Equipment and software incorporated within Covered Equipment, e.g., in ROM or on internal media, is provided under license and is subject to the terms of the license agreement provided with the original Equipment. Any Update or Upgrade provided to Customer by Grass Valley under this Support Agreement shall be subject to the Software License in the Grass Valley Global Terms and Conditions of Sale available at Grass Valley’s website at xxxx://xxx.xxxxxxxxxxx.xxx/about/terms_conditions. Customer shall not disassemble or decompile or reverse engineer Grass Valley software. Customer may use and reproduce the software only as permitted by the applicable license.
Intellectual Property and Software. Subject to obtaining required consents under all license agreements pursuant to which the Company or its Subsidiaries have obtained the right to use the Intellectual Property owned by third parties, the Surviving Corporation, after giving effect to the Merger, will own or have the valid, legal right to use all Intellectual Property and Software used in connection with its business as conducted by the Company on the date hereof. No trade secret, formula, process, invention, design, know-how or other information considered material, confidential or proprietary to the Company or any of its Subsidiaries has been disclosed or authorized to be disclosed except in the ordinary course of business or pursuant to an obligation of confidentiality binding on the recipient. The Company and its Subsidiaries have used commercially reasonable measures to protect the confidentiality of the material trade secrets used in connection with its business. To the Company's knowledge, no material Intellectual Property or Software used in connection with its businesses has been improperly used, improperly divulged or misappropriated by the Company or any other Person. As of the date hereof, neither the Company nor any of its Subsidiaries has made in the past three years any claim in writing which remains unresolved of a violation, infringement, misuse or misappropriation by others of rights of the Company and its Subsidiaries to or in connection with any material Intellectual Property used in connection with its business. There is no pending or, to the knowledge of the Company, threatened claim by any third person of a violation, infringement, misuse or misappropriation by any of the Company or any of its Subsidiaries of any Intellectual Property or Software owned by any third person, or of the invalidity of any patent used in connection with its business, that would, individually or in the aggregate, have a Company Material Adverse Effect.
Intellectual Property and Software. (a) Schedule 4.16 correctly identifies (where applicable, by owner, place of registration, registration or application number and registration or application dates) all issued domestic and foreign patents, patent applications pending, patent applications in process, trademarks, trademark registrations, trademark registration applications, service marks, service xxxx registrations, service xxxx registration applications, copyright registrations, copyright registration applications, license agreements, rights acquired through litigation, logos, trade names, slogans owned by MMI and all books and training manuals published or printed by or on behalf of MMI and which are presently used in the business of MMI, and are material to the operation of MMI (the foregoing, along with know-how and trade secrets owned by MMI which are material to the operation of MMI are hereinafter collectively referred to as the "Intellectual Property"). Schedule 4.16 correctly identifies all issued patents, patent applications pending, patent applications in process, trademarks, trademark registrations, trademark registration applications, service marks, service xxxx registrations, service xxxx registration applications, copyright registration applications, licenses, rights acquired through litigation, logos, trade names, slogans, know-how and trade secrets other than Software (as defined in Section 4.16(g) below) that are currently expressly licensed to or by MMI and are material to the operation of MMI ("Licensed Intellectual Property"). Except for any implied licenses, neither Sellers nor MMI has granted any license to any person with respect to any Intellectual Property or Licensed Intellectual Property, except those set forth in Schedule 4.16. Except as set forth in Schedule 4.16, the agreements and/or arrangements for the Licensed Intellectual Property are in full force and effect, and are free and clear of all adverse claims, options, liens, charges, security interests, covenants, conditions, agreements, restrictions, encumbrances and defenses and no material default by MMI exists thereunder.
Intellectual Property and Software. (a) Parent and its Subsidiaries have used commercially reasonable measures to protect the confidentiality of the material trade secrets used in connection with its business. To Parent's knowledge, no material Intellectual Property or Software used in connection with its businesses has been improperly used, improperly divulged or misappropriated by Parent or any other Person. As of the date hereof, neither Parent nor any of its Subsidiaries has made in the past three years any claim in writing which remains unresolved of a violation, infringement, misuse or misappropriation by others of rights of Parent and its Subsidiaries to or in connection with any material Intellectual Property used in connection with its business. There is no pending or, to the knowledge of Parent, threatened claim by any third person of a violation, infringement, misuse or misappropriation by any of Parent or any of its Subsidiaries of any Intellectual Property or Software owned by any third person, or of the invalidity of any patent used in connection with its business, that would, individually or in the aggregate, have a Parent Material Adverse Effect. No trade secret, formula, process, invention, design, know-how or other information considered material, confidential or proprietary to Parent or any of its Subsidiaries has been disclosed or authorized to be disclosed except in the ordinary course of business or pursuant to any obligation of confidentiality binding on the recipient.
Intellectual Property and Software. (a) Set forth in the Seller Disclosure Schedule is a true and complete list of all: (i) patents, patent applications, provisional patents and utility models and applications therefor and equivalent or similar rights anywhere in the world in inventions and discoveries including invention disclosures; (ii) trademarks, service marks, trade dress, trade names, logos and corporate names (in each case, whether registered or unregistered) and registrations and applications for registration thereof; (iii) registered copyrights and registrations and applications for registration thereof; (iv) rights in data, databases or other compilations of fact; (v) trade secrets and other confidential or proprietary information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, marketing and other business systems, research and development information, drawings, specifications, designs, plans, proposals, financial and marketing plans and customer and supplier lists and information); (vi) uniform resource locator and World Wide Web addresses and domain names and applications and registrations therefor; (vii) works of authorship including computer programs, source code and executable code, whether embodied in software, firmware or otherwise, including, software compilations, software implementations of engines, algorithms, software tool sets, compilers, and software models and methodologies (regardless of the stage of development or completion), documentation, designs, files, records, data and mask works; and (viii) goodwill associated with any of the foregoing of any kind now used by Seller in connection with the operation or commercial exploitation of the Gaming Platform (collectively, the “Acquired Intellectual Property”), other than any off-the shelf, shrink-wrapped or “click to accept” software licenses or other licenses to generally commercially available software obtained in the ordinary course of business. Set forth in the Seller Disclosure Schedule is a complete list of all licenses or agreements, to which Seller is a party granting third-parties rights in the Acquired Intellectual Property or pursuant to which the Seller has acquired rights incorporated in the Acquired Intellectual Property respect to any of the Acquired Intellectual Property (the “Intellectual Property Licenses”).
Intellectual Property and Software. 10.1 Seller is the owner, or the authorized user of all intellectual property related to the Supply. Buyer is not entitled to any rights in or to Seller’s intellectual property such as patents, copyrights, registered or unregistered designs, technology, know-how, trade secrets, trade names, trademarks or logos, owned or used by Seller, except as set forth in Sections 10.2 and 10.3, below.
Intellectual Property and Software. The Software is protected by the law of England & Wales and by international IPR laws. All products, company names and logos contained within the Software are trademarks, service marks or trading names of their respective owners.
Intellectual Property and Software. All Intellectual Property owned by Sellers and material to the Business is listed on SCHEDULE 5.12. All Intellectual Property material to the Business is owned by Sellers, free and clear of all Encumbrances, and is not known by Sellers to be the subject of any challenge. Sellers have all Intellectual Property necessary to conduct the Business as presently operated. No Seller is aware of any facts that would invalidate or render any Intellectual Property unenforceable. Except as disclosed on SCHEDULE 5.12, (a) there are no licenses now outstanding or other rights granted to third parties under any Intellectual Property, and (b) no Seller is a party to any agreement or understanding with respect to any Intellectual Property. All software used in the Business is assignable to Buyer without the consent or approval of any Person, which has not already been obtained. There are no unresolved claims made, and there has not been communicated to Sellers the threat of any such claim, that any of the Intellectual Property or activities of Sellers in connection with the Intellectual Property constitutes unfair competition or is in violation or infringement of any patent, trademark, trade name, service xxxx, trade dress, right of publicity, copyright or registration therefore, of any other Person. The Intellectual Property does not infringe the patent, trademark, copyright, trade secret or other proprietary right of any third party. All filings or recordations necessary or appropriate to protect the interests of Sellers in any Intellectual Property have been duly made and are in full force and effect.
Intellectual Property and Software. (a) Schedule 7.1(17) lists all of the registrations and applications for registration of any material Intellectual Property and Software. All of the registrations and applications for registration of any material Intellectual Property are valid and subsisting in good standing and are recorded in the name of the Corporations.
Intellectual Property and Software. (a) The Sellers are the sole owners of all right, title and interest in, and have a valid right to use, the Intellectual Property, the Seller Transferred Software and the Seller Licensed Software free and clear of all Encumbrances or other restrictions, except as set forth in Schedule 4.11(a). All fees and actions reasonably required to be taken for the registration, maintenance, operation, use or protection of the Intellectual Property, the Seller Transferred Software and the Seller Licensed Software have been paid and taken. The Sellers have the right to use the Intellectual Property, the Seller Transferred Software, the Seller Licensed Software and the Third Party Software. The Sellers have the right to transfer to the Purchaser the Intellectual Property, the Third Party Software, and the Seller Transferred Software subject to licensing requirements and other required Consents set forth in Schedule 2.1(a)(xvii)A hereto. None of the Sellers has received any written charge, complaint, claim, demand or notice alleging that the ownership or use of the Intellectual Property, the Seller Transferred Software, the Seller Licensed Software or the Third Party Software constitutes any interference with or infringement or misappropriation of any rights of any Person, and none of the Sellers has knowledge of any reasonable basis therefor, which claim is currently unresolved. To the Sellers' knowledge, no Person has interfered with, infringed on or misappropriated any of the Intellectual Property, the Seller Transferred Software or the Seller Licensed Software. Except as set forth in Schedule 4.11(a), none of the Intellectual Property, the Seller Transferred Software or the Seller Licensed Software is subject to any outstanding Judgment or Contract to which any Seller is a party prohibiting or restricting the use thereof by such Seller with respect to the Businesses or prohibiting or restricting the licensing or transfer thereof by such Seller to the Purchaser or any other Person, or restricting the use thereof by the Purchaser or any other Person.
