Intellectual Property and Technology. Management, Lessee and each Lessee Subsidiary own, or are licensed or otherwise have the right to use in the manner currently being used, all patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, tradenames, copyrights, copyright applications, copyright registrations, franchises, URLs, domain names, permits and licenses ("Intellectual Property") used by Management and Lessee and necessary to the operation of their respective businesses (the "Business Intellectual Property"), subject to the terms of the respective franchise, license and other agreements. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) none of Management, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with the Intellectual Property of any third party, except with respect to off-the-shelf software and with respect to Intellectual Property licensed under franchise agreements, such exception being applicable only if Management, Lessee or such Lessee Subsidiary, as the case may be, shall not be in violation of the Intellectual Property license provisions of the applicable franchise agreement, (ii) nor has Management, Lessee or any Lessee Subsidiary received any written notice of any claim that Management, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with any Intellectual Property of any third party. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all trademark registrations of each of Management, Lessee and Lessee Subsidiary are valid and subsisting and in full force and effect. Each of Management, Lessee or each Lessee Subsidiary owns or is licensed or otherwise has the right to use all of the processes, formulae, proprietary technology, inventions, trade secrets, know-how, product descriptions and specifications ("Technology") in the manner currently used by Management, Lessee or each Lessee Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there have been no written claims (whether private or governmental) against Management or Lessee asserting the invalidity or unenforceability of its ownership, license or other right to use any of the Technology. Except as would not, indi...
Intellectual Property and Technology. The Glad Parties own, or are licensed to use, all Intellectual Property used in the Glad Global Business as of the date hereof and as used during the [* * *]. The patents and trademarks used in the Glad Global Business are unexpired and have not been abandoned other than pursuant to a reasonable business decision made in the ordinary course of business. The patents and trademarks of the Glad Global Business are valid and enforceable. To the knowledge of the Clorox Parties, the Intellectual Property used in the Glad Global Business is not being Infringed by any third party. The conduct of the Glad Global Business, including the use or practice of the patents in the Glad Global Business and the use of the trademarks in the Glad Global Business, consistent with past practice during the [* * *] does not Infringe upon or misappropriate the Intellectual Property of any third party. Except as expressly provided in the [* * *] none of the rights of Clorox or its Affiliates to any Intellectual Property used in the Glad Global Business will be impaired by the transactions provided for herein. There are no currently pending claims (whether private or governmental) against any of the Glad Parties, or to their knowledge threatened, that seek to limit their right to use any of the Intellectual Property used by the Glad Parties in conducting the Glad Global Business or alleging that the use of any Intellectual Property by the Glad Parties does not comply with any governmental regulation, or that seek to cancel or question the validity, enforceability, ownership or use of any Intellectual Property used in the Glad Global Business. The Glad Parties have taken all reasonable steps to protect, maintain and safeguard the Intellectual Property used in the Glad Global Business. The food storage, bags, wraps and container products of the Glad Business contain only substances that are food-contact safe as determined by the United States Food and Drug Administration (“FDA”) and do not contain any other substances that require approval of the FDA or any other Governmental Authority.
Intellectual Property and Technology. Schedule 4.1(h)(i) sets forth a list, as of the date of this Agreement, of all material patents, patent applications, registered trademarks, trademark applications, registered service marks, service xxxx applications, registered copyrights and copyright applications owned by Sellers that relate primarily to the Business or owned by a Sold Subsidiary (except as otherwise provided by Section 5.16 and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties) and included in the Acquired Assets or the Subsidiary Assets and, to the extent indicated on such Schedule, the Intellectual Property listed in Schedule 4.1(h)(i) has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictions. Except as set forth in Schedule 4.1(h)(ii) and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all material Intellectual Property and material Technology (other than licenses) included in the Acquired Assets or the Subsidiary Assets, free and clear of any security interests. Except as set forth in Schedule 4.1(h)(iii), and subject (i) to rights under development contracts under which the Intellectual Property and Technology may have been generated, (ii) to the rights of the United States government and (iii) to licenses granted to third parties, a Seller or a Sold Subsidiary is the sole and exclusive owner of all right to xxx and keep any damage awards for any past infringements by third parties of any material Intellectual Property or Technology (other than licenses). Except as set forth in Schedule 4.1(h)(iv), since January 1, 1997, no Seller or Sold Subsidiary has received any written notice from any other Person challenging in any material respect the right of Sellers or the Sold Subsidiaries to use any of the material Intellectual Property or material Technology included in the Acquired Assets or the Subsidiary Assets or any rights thereunder. Sellers have taken measures, consistent wi...
Intellectual Property and Technology. (a) Schedule 2.15(a) contains a true, correct and complete list of all ---------------- patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller with respect to the Business, except for matters listed on Schedule 2.15(b). ----------------
Intellectual Property and Technology. (a) Schedule 3.9(a) of the Disclosure Schedule sets forth a true, correct and complete list of all registrations or applications included in the Owned Intellectual Property. The Company and the Subsidiaries, as applicable, have sufficient title and ownership of, licenses for, or other valid rights to use, all Intellectual Property used in their respective businesses as presently conducted. Except as set forth on Schedule 3.9(a) of the Disclosure Schedule, the Company and the Subsidiaries are the sole and exclusive owners of the Owned Intellectual Property, and except as set forth on Schedule 3.9(a) of the Disclosure Schedule, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership of interests of any kind with any third party relating to any Owned Intellectual Property.
Intellectual Property and Technology. (a) Except as described on Schedule 3.26(a), ViComp owns, or is licensed to use, all of its Intellectual Property (as defined herein) and Technology (as defined herein) used in the conduct of its business as now conducted and no service marks or trade names or registration or applications therefor, trademarks, trademark registrations or applications, copyrights, copyright registrations or applications, patents, patent registrations or applications or otherwise are necessary for the conduct of its business as presently conducted by it.
Intellectual Property and Technology. (a) To the Knowledge of Seller, the conduct of the Transferred Business as currently conducted does not infringe, misappropriate or otherwise violate the rights of any Person in any Intellectual Property. Seller has the right to transfer to Purchaser the Records and the contents thereof.
Intellectual Property and Technology. Schedule 5.13 sets forth a true, ------------------------------------ ------------- complete and correct list of all Intellectual Property (other than Technology and Proprietary Information) of the Seller, including the Software Products and Web Sites, and all other computer software, programs and code owned by or licensed to the Seller, including an indication in each case of which is Owned Intellectual Property and which is Licensed Intellectual Property. Except as specifically set forth on Schedule 5.13 hereto: -------------
Intellectual Property and Technology. (a) The Company and Abacus own or have the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of their Business as presently conducted (the “Company Intellectual Property Rights”). Section 3.20(a) of the Parent Disclosure Schedule sets forth, as of the date hereof, all registered trademarks, service marks and trade dress and all applications for trademarks, service marks and trade dress; all registered copyrights and all applications for copyrights; all patents and patent applications; and all Internet domain names owned by the Company or Abacus (the “Scheduled Company Intellectual Property”). With respect to each item of the Company Intellectual Property Rights, except as set forth in Section 3.20(a) of the Parent Disclosure Schedule: (i) the Company or Abacus possesses all right, title, and interest in and to the item, free and clear of any Lien, license, royalty or other restriction; and (ii) none of the Company’s or Abacus’ rights will be terminated or impaired, or become terminable, in whole or in part, as a result of the transactions contemplated hereby. With respect to each item of the Scheduled Company Intellectual Property, except as set forth in Section 3.20(a) of the Parent Disclosure Schedule, the Company’s and Abacus’ rights are valid and enforceable, and all filings required to maintain the validity thereof have been made. Either the Company or Abacus (1) are in possession of all Software Programs and Deliverables
Intellectual Property and Technology. Schedule 3.1(h) sets forth ------------------------------------- a list, as of the date of this Agreement, of all material Intellectual Property (other than licenses) included in the Acquired Assets and, to the extent indicated on such Schedule, such Intellectual Property has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office, the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictions. Except as set forth on Schedule 3.1(h), Sellers are the sole and exclusive owner of all material Intellectual Property (other than licenses) and material Technology included in the Acquired Assets. Except as set forth on Schedule 3.1(h), Sellers have not received any written notice from any other Person challenging in any material respect the right of Sellers to use any of the material Intellectual Property or material Technology included in the Acquired Assets or any rights thereunder. Sellers have taken measures, consistent with Seller's corporate practice, to protect the secrecy, confidentiality and value of the material Technology included in the Acquired Assets. Except as set forth in Schedule 3.1(h), to Seller's knowledge, no material Technology (other than unregistered copyrights) included in the Acquired Assets has been used, divulged or appropriated for the benefit of any Person other than Sellers, except where such use, divulgence or appropriation would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business or financial condition of the Division. Sellers have not made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with any material Intellectual Property or material Technology included in the Acquired Assets. Except as set forth on Schedule 3.1(h), to Seller's knowledge, as of the date of this Agreement, there is no pending or threatened claim by any third Person of a violation, infringement, misuse or misappropriation by any of Sellers of any Intellectual Property or Technology owned by any third Person, or of the invalidity of any patent included in the Acquired Assets, which is reasonably likely to be adversely determined and which if adversely determined would have a material adverse effect on the business or financial condition of the Division. There are no interferences or other contested int...
