Intellectual Property; Computer Software Sample Clauses

Intellectual Property; Computer Software. (a) Patents, Trademarks, Tradenames, Etc. ------------------------------------ Schedule 3.13 lists all material trademarks, trade names, service marks, service names, brand names, copyrights and patents, registrations thereof and applications therefor, owned by the Company or the Subsidiaries. All such trademarks, trade names, service marks, service names, brand names, copyrights, patents and registrations thereof and applications therefor are owned by, and may be used by, the Company or the appropriate Subsidiary free and clear of any third party rights, liens, claims, security interests or encumbrances, except for license rights granted to third parties in the ordinary course of business of the Company and the Subsidiaries. Except as disclosed on Schedule 3.13, neither the Company nor any of the Subsidiaries is violating the rights in any trademark, trade name, service mark, ▇▇rvice name, copyright, patent, trade secret, know-how or other intangible right (collectively, "Intangible Rights") of any third party, except where such violation would not have a Material Adverse Effect on the Company. Except as disclosed on Schedule 3.13, upon consummation of the Merger, the Company and the Subsidiaries will continue to own or have the right to use all Intangible Rights necessary to conduct their respective businesses (other than any such Rights, the absence of which would not have a Material Adverse Effect on the Company). Except as disclosed on Schedule 3.13, Company is not a party to any action or proceeding (either as plaintiff, defendant, claimant, respondent or any other capacity), nor is any such action or proceeding now pending or threatened, involving a claim of infringement or other wrongful use or exploitation of patent rights, copyrights, or rights in trade names, trademark or service marks, or claim of misappropriation, breach of confidential relationship, or misuse of secret or confidential trade or technical information.

Intellectual Property; Computer Software. (a) Schedule 3.18 sets forth a complete and correct list of all Intellectual Property that is used in the Business. The Company has delivered to Buyer true, correct and complete copies of each registration, application, license, sublicense or other material document relating to the Intellectual Property set forth in Schedule 3.18. The Company and its Subsidiaries own, or possess adequate and enforceable licenses or other rights to use, all Intellectual Property used in the Business as it is currently conducted, and such ownership and licenses will not cease to be valid and in full force and effect in any material respect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. To the knowledge of the Company, the Company and its Subsidiaries have taken all necessary action to maintain and protect each item of Intellectual Property that it owns or uses. There is no Action pending or, to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries asserting that the Company's or any of its Subsidiaries' use of any Intellectual Property infringes the rights of any third party or otherwise contesting its rights with respect to any Intellectual Property and no third party has given written notice to the Company or any of its Subsidiaries that such third party is claiming ownership of or right to use any Intellectual Property, and, to the knowledge of the Company (i) there are no grounds for any such assertion and (ii) no third party is infringing upon the rights of the Company or any of its Subsidiaries in the Intellectual Property in a manner which would have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (b) The Company and its Subsidiaries own, or possess adequate and enforceable licenses or other rights to use, the computer software for the POS system and such ownership and licenses will not cease to be valid and in full force and effect in any material respect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

Intellectual Property; Computer Software. (a) Section 4.17(a)(i) of the Company Disclosure Schedule sets forth (i) a complete and accurate list as of the date hereof of all Company Owned Intellectual Property and (ii) the owner of such Company Owned Intellectual Property and any registration thereof or application therefor. Section 4.17(a)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list of Contracts existing as of the date hereof pursuant to which the Company or one of the Company Subsidiaries has obtained rights to the Company Licensed Intellectual Property (other than Contracts the non-disclosure of which therein does not constitute a misrepresentation under Section 4.15(g)). All Company Owned Intellectual Property is owned by the Company or one of the Company Subsidiaries free and clear of all Liens, other than (A) immaterial Liens that do not limit the ability of the Company or any Company Subsidiary to use, modify, extend or enhance the same or require any royalty or other similar payment to be made to any person other than the Company or any Company Subsidiary and (B) statutory Liens for Taxes not yet due or payable. Neither the Company nor any Company Subsidiary has entered into any agreements which limit in any respect its or their right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare Derivative Works of and sublicense any Company Owned Intellectual Property, without payment or other material obligation, to any other person. (b) Section 4.17(b) of the Company Disclosure Schedule contains a complete and accurate list of all Software owned by the Company or any Company Subsidiary as of the date of this Agreement (the OWNED SOFTWARE) that is material, which list specifies which of the Company or any Company Subsidiary is the owner thereof. The Company or one of the Company Subsidiaries has title to the Owned Software, free and clear of all Liens, including claims or rights of employees, agents, consultants, contractors, partners, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software, other than (A) immaterial Liens that do not limit the ability of the Company or any Company Subsidiary to use, modify, extend or enhance the same or require any royalty or other similar payment to be made to any person other than the Company or any Company Subsidiary and (B) statutory Liens for Taxes not yet due or payable. (c) Section 4.17(...

Intellectual Property; Computer Software. (a) Schedule 5.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of the Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 5.12(A), the Company is not currently in receipt of any notice of any violation of, and, to the Company's and Parent's knowledge, the Company is not violating the rights of others in any trademark, trade name, service mark, ▇▇pyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 5.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 5.12(B), the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 5.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 5.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software ...

Intellectual Property; Computer Software. (a) Schedule 3.11 (a) lists all items of intellectual property including, without limitation, trademarks, trade names, service marks, service names, ▇▇▇▇ registrations, logos, assumed names, copyrights, copyright registrations, patents, know-how and all applications therefor that are owned by any Shareholder, the Company or any other Person and used by the Company in the operations of its business, (collectively, "Intellectual Property"), and there are no pending or threatened claims by any Person relating to the Company's use of any Intellectual Property. Except as set forth in Schedule 3.11(a), the Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Company to conduct its business and the Company is not obligated to pay any royalty or similar fee to any Person in connection with the Company's use or license of any of the Intellectual Property. (b) Except as set forth on Schedule 3.11(b), the Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Company and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the Company's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (a) Siebel and its Subsidiaries possess the rights (“Necessary IP Rights”) to practice all Intellectual Property necessary for the conduct of the business of Siebel and its Subsidiaries as currently conducted. The consummation of the transactions contemplated by this Agreement will not restrict, encumber, impair or extinguish any Necessary IP Rights in any material respect. (b) There are no Proceedings pending or, to the Knowledge of Siebel, threatened, (i) alleging infringement or misappropriation of the Intellectual Property of any Person by Siebel or any of its Subsidiaries, or (ii) challenging the scope, ownership, validity, or enforceability of the Siebel IP (other than ordinary course correspondence between Siebel or any of its Subsidiaries and any patent, trademark or copyright Governmental Entity in connection with the prosecution of the Registered IP) or of Siebel and its Subsidiaries’ rights under the Necessary IP Rights. None of Siebel and its Subsidiaries has infringed or misappropriated any Intellectual Property of any third person, except as would not result in or would not reasonably be expected to result in any liability that is material to Siebel and its Subsidiaries, taken as a whole. (c) (i) Siebel and its Subsidiaries hold all right, title and interest in and to all Siebel IP owned by Siebel or its Subsidiaries and has a valid right to use all Siebel IP licensed to Siebel or its Subsidiaries, free and clear of any Lien, and (ii) there are no restrictions on the disclosure, use or transfer of the Necessary IP Rights, the Siebel IP owned by Siebel or its Subsidiaries or the Siebel Software Products that will impair in any material respect Parent’s ability to operate the business of Siebel and its Subsidiaries after the Effective Time, or that will cause the Necessary IP Rights, the Siebel IP owned by Siebel or its Subsidiaries or the Siebel Software Products to be forfeited or changed adversely in any material respect as a result of the transactions contemplated by this Agreement. All assignments (and licenses where required) of material items of Siebel IP owned by Siebel or its Subsidiaries have been duly recorded with the appropriate governmental authorities. (d) Section 4.20(d) of the Siebel Disclosure Schedule contains a true and complete list of all Registered IP as of the date of this Agreement. Siebel and its Subsidiaries have taken all actions necessary to maintain and protect the Registered IP, including payment of applicable mai...

Intellectual Property; Computer Software. (a) Schedule 3.18 sets forth a complete and correct list of all Intellectual Property used or held by the Companies in connection with the Business. Shareholders have delivered to Buyer true, correct and complete copies of each registration, application or other material document relating to the Intellectual Property set forth in Schedule 3.18. The Companies own, or possess adequate and enforceable licenses or other rights to use, all Intellectual Property used in the Business as it is currently conducted, and such ownership and licenses will not cease to be valid and in full force and effect in any material respect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. There is no Action pending or, to the knowledge of Shareholders, threatened, against the Companies asserting that the Companies' use of any Intellectual Property infringes the rights of any third party or otherwise contesting their rights with respect to any Intellectual Property and no third party has given written notice to the Companies that such third party is claiming ownership of or right to use any Intellectual Property, and, to the knowledge of Shareholders (i) there are no grounds for any such assertion and (ii) no third party is infringing upon the rights of the Companies in the Intellectual Property in a manner which would have a Material Adverse Effect on the Companies. (b) The Companies own, or possess adequate and enforceable licenses or other rights to use, all material computer software used in the Business, and such ownership and licenses will not cease to be valid and in full force and effect in any material respect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

Intellectual Property; Computer Software. All trademarks, service marks, trade names, patents, copyrights, inventions, processes and applications therefor (whether registered or common law) currently owned or used by the Sellers and Facilities are listed and described in Schedule 3.26 (collectively, the "INTELLECTUAL PROPERTY"). The Sellers have not licensed anyone to use such Intellectual Property and Sellers have no knowledge of the use or the infringement of any such Intellectual Property by any other person. The Sellers own (or possess adequate and enforceable licenses or other rights to use) all Intellectual Property, and all material computer software programs and similar systems used in the conduct of their business.

Intellectual Property; Computer Software. (a) The Company owns or otherwise holds the right to use all Intellectual Property Rights necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted (the “Necessary IP Rights”, except where the failure to hold such rights would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The consummation of the transactions contemplated by this Agreement will not (i) restrict, encumber, impair or extinguish any material Necessary IP Rights in any material respect, or (ii) result in the creation of any material Lien with respect to any of the material Intellectual Property Rights owned or otherwise held by the Company or any of its Subsidiaries. (b) To the knowledge of the Company, there are no pending or threatened material Proceedings (i) alleging infringement, misappropriation or any other violation of any Intellectual Property Rights of any Person by the Company or its Subsidiaries or by any of its products or services, or (ii) challenging the scope, ownership, validity, or enforceability of the Company IP, or of the Company’s or any of its Subsidiaries’ rights under the Necessary IP Rights, other than ordinary course correspondence between the Company and any patent, trademark, or copyright Governmental Authority in connection with the prosecution of any Registered IP. The Company and its Subsidiaries have not infringed, misappropriated or otherwise violated any Intellectual Property Rights of any Person, except where such infringement, misappropriation or violation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) (i) The Company IP is not jointly owned by any Third Party and is free and clear of any Lien, and (ii) there are no material restrictions on the disclosure, use, license or transfer of the Necessary IP Rights, the Company IP or the Company Software Products, including any restrictions that would impair in any material respect Parent’s ability to operate the business immediately after the Effective Time, or that will cause the Necessary IP Rights owned by the Company, the Company IP or the Company Software Products to be forfeited or changed adversely in any material respect as a result of the transactions contemplated by this Agreement. (d) Section 5.20(d)(i) of the Company Disclosure Schedule contains a true and complete list in all material respects of all Registered IP as of the date of thi...