Intellectual Property; Data Privacy Sample Clauses
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Intellectual Property; Data Privacy. (a) Except as would not have a Material Adverse Effect on the Company, the Company Entities exclusively own all right, title and interest in and to the Company IP, free and clear of any Encumbrances, except for Permitted Encumbrances.
(b) Except as would not have a Material Adverse Effect on the Company, since January 1, 2023 (i) each of the Company Entities has taken commercially reasonable steps to maintain the confidentiality of its trade secrets and other confidential information, and (ii) to the Knowledge of the Company, there has been no unauthorized access, use, or disclosure of the foregoing.
(c) Except as would not have a Material Adverse Effect on the Company, to the Knowledge of the Company, the Company Entities own or otherwise have sufficient rights in all Intellectual Property Rights necessary to conduct the business of the Company Entities as currently conducted; provided, however, that nothing in this Section 2.7(c) shall be deemed to constitute a representation or warranty as to infringement, misappropriation or other violation of Intellectual Property or Intellectual Property Right.
(d) Except as would not have a Material Adverse Effect on the Company, all Company IP that is Registered IP is subsisting, and to the Knowledge of the Company, valid and enforceable (other than pending applications). Without limiting the generality of the foregoing, except as would not have a Material Adverse Effect on the Company, no Legal Proceeding is as of the date of this Agreement or since January 1, 2023 through the date of this Agreement has been pending or, to the Knowledge of the Company, threatened in writing, in which the ownership, scope, validity or enforceability of any Company IP is being or has been contested or challenged. Except as would not have a Material Adverse Effect on the Company, to the Knowledge of the Company, no Person is currently infringing, misappropriating or otherwise violating, any Company IP.
(e) Except as would not have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) since January 1, 2023, none of the Company Entities has infringed, misappropriated or otherwise violated any Intellectual Property or Intellectual Property Right of any other Person, and (ii) none of the Company Products or the conduct of the business of any Company Entity infringes, violates or makes unlawful use of any Intellectual Property Right of any other Person, and no Company Product contains any Intellectual Property mis...
Intellectual Property; Data Privacy. (a) Except as would not have a Parent Material Adverse Effect, Parent and its Subsidiaries (i) are the sole and exclusive owners of all Intellectual Property owned or purported to be owned by Parent or any of its Subsidiaries (the “Parent Owned Intellectual Property”) and hold all right, title and interest in and to all Parent Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, Parent or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of Parent or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens.
(b) No claims are pending or, to the Knowledge of Parent, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by Parent or any of its Subsidiaries of any Parent Owned Intellectual Property or (ii) alleging that Parent or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person.
(c) To the Knowledge of Parent, no Person is infringing, misappropriating, diluting or otherwise violating any Parent Owned Intellectual Property and the operation of the business of Parent and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of Parent and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person, except, in each case, as would not be material to Parent and its Subsidiaries, taken as a whole.
(d) Except as would not have a Parent Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to Parent or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of Parent or any of its Subsidiaries owns any right, title or interest in or to any of the Parent Owned Intellectual Property.
(e) Parent and its Subsidiaries have taken reasonable measures...
Intellectual Property; Data Privacy. (a) All Intellectual Property is either owned by AI Research (the “Owned Intellectual Property”) or used by AI Research pursuant to a valid license Contract (the “Licensed Intellectual Property”).
(b) The Contributors’ Representative has made available to the Company a complete and accurate list of (i) all Owned Intellectual Property that is registered, issued, or the subject of a pending application, and (ii) all material unregistered Owned Intellectual Property. All of such registrations, issuances, and applications are valid, in full force and effect, and have not expired or been cancelled, abandoned, or otherwise terminated. AI Research owns and possesses all right, title, and interest in and to its Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens).
(c) To the Knowledge of the Contributors’ Representative, (i) the conduct of the Business does not infringe or otherwise violate any Intellectual Property or other proprietary rights of any other Person, and (ii) no Person is infringing or otherwise violating any Owned Intellectual Property or any rights of AI Research in any Licensed Intellectual Property.
Intellectual Property; Data Privacy. (a) The Company and each of the other Group Companies own and possess, all right, title, and interest in and to, free and clear of all Liens, except for Permitted Liens, or have a valid and enforceable license to use, all Intellectual Property used in, held for use, or necessary to carry on the business now operated by them in each country in which they operate. Neither the Company nor any of the other Group Companies has received any notice of, nor is there or has there been, any infringement, misappropriation or other violation of or conflict in any jurisdiction with rights of others with respect to any Intellectual Property, nor, to the Company’s Knowledge, are there any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any of the other Group Companies therein, and which infringement, misappropriation, violation or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
(b) Each Group Company uses commercially reasonable efforts to protect the confidentiality of Intellectual Property owned by each Group Company and the confidentiality, integrity and security of the Company IT Systems in all material respects. Each Group Company complies with, and has at all times complied with, all Data Security Requirements in all material respects. In the past three (3) years, no Group Company has experienced any material breach of security implicating personal data, and no Group Company has received any notices from any Person or been the subject of any material claim or material Action (including any fines or other sanctions) with respect to any of the foregoing or any material non-compliance with any Data Security Requirements.
Intellectual Property; Data Privacy. (a) Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries (i) are the sole and exclusive owners of all Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries (the “Company Owned Intellectual Property”) and hold all right, title and interest in and to all Company Owned Intellectual Property free and clear of all Liens other than Permitted Liens, and (ii) have (and will continue to have after the Closing Date) a valid and enforceable license to use any and all Intellectual Property licensed or sublicensed to, or purported to be licensed or sublicensed to, the Company or any of its Subsidiaries, or otherwise used or held for use in the conduct of the business of the Company or its Subsidiaries as currently conducted, free and clear of any Liens other than Permitted Liens.
(b) No claims are pending or, to the Knowledge of the Company, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by the Company or any of its Subsidiaries of any Company Owned Intellectual Property or (ii) alleging that the Company or any of its Subsidiaries is infringing, misappropriating, diluting or otherwise violating the Intellectual Property of any Person.
(c) To the Knowledge of the Company, no Person is infringing, misappropriating, diluting or otherwise violating any Company Owned Intellectual Property and the operation of the business of the Company and its Subsidiaries as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and the operation of the business of the Company and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, the Intellectual Property of any other Person except, in each case, as would not be material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not have a Company Material Adverse Effect, (i) all current and former employees, contractors and consultants who have created, invented or otherwise developed Intellectual Property for or on behalf of the Company or any of its Subsidiaries have executed Contracts protecting the confidentiality of, and irrevocably assigning or otherwise transferring to the Company or any of its Subsidiaries all rights to, such Intellectual Property and (ii) no current or former employee, contractor or consultant of the Company or any of its Subsidiaries owns any right, title or interest in or to any of the Company Owned Intellect...
Intellectual Property; Data Privacy. (a) All Intellectual Property that is used in the operation of the Business is either owned by Constellation (the “Owned Intellectual Property”) or used by Constellation pursuant to a valid license Contract (the “Licensed Intellectual Property”).
(b) Constellation has made available to the Company a complete and accurate list of (i) all Owned Intellectual Property that is registered, issued, or the subject of a pending application, and (ii) all material unregistered Owned Intellectual Property. All of such registrations, issuances, and applications are valid, in full force and effect, and have not expired or been cancelled, abandoned, or otherwise terminated. Constellation owns and possess all right, title, and interest in and to its Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens).
(c) To the Knowledge of Constellation, (i) the conduct of the Business does not infringe or otherwise violate any Intellectual Property or other proprietary rights of any other Person, and (ii) no Person is infringing or otherwise violating any Owned Intellectual Property or any rights of Constellation in any Licensed Intellectual Property.
Intellectual Property; Data Privacy. (a) Section 2.8(a) of the Company Disclosure Schedule sets forth a complete and correct list, as of the date of this Agreement, of all Company Registered IP and identifies for each such item: (i) the name of the owner(s), (ii) the jurisdiction of application/registration, (iii) the applicable application, registration or serial number; (iv) the applicable application, registration and grant date, if applicable, and (v) for any such asset that constitutes Company Registered Licensed IP, the In-bound License under which the Company or any of its Subsidiaries has such license, right, or immunity. Each of the Patents and Patent applications, which are included in the Company Registered IP, properly identifies (or, in the case of any such Patents and Patent applications included in the Company Registered Licensed IP, to the knowledge of the Company, properly identifies) by name each and every inventor of the inventions claimed therein as determined in accordance with applicable Legal Requirements of the United States of America or the applicable foreign jurisdiction. All Company Registered Owned IP is subsisting, valid, enforceable, and in full force and effect and, to the knowledge of the Company, all Company Registered Licensed IP is subsisting, valid, enforceable, and in full force and effect. With respect to (x) the Company Registered Owned IP, (y) Company Registered Licensed IP for which the Company has responsibility for prosecution and maintenance activities, and, (z) to the knowledge of the Company, all other Company Registered IP, (1) all necessary registration, maintenance, renewal and other relevant filing fees due through the Closing Date have been timely paid, (2) all necessary documents and certificates in connection therewith have been timely filed with the relevant Patent, Trademark, Copyright, Internet domain name or other authorities in the United States of America or the applicable foreign jurisdiction, as the case may be, for the purpose of maintaining such Company Registered IP in full force and effect and, (3) except as set forth on Section 2.8(a) of the Company Disclosure Schedule, there are no such filings, payments or other actions that must be made or taken on or before the three (3)-month anniversary of the Closing Date. As of the date of this Agreement, no interference, opposition, reissue, reexamination, litigation or other proceeding of any nature (other than pre-issuance patent prosecution activities being conducted before a Gover...
Intellectual Property; Data Privacy. (a) Except as set forth in Section 3.10(a) of the Disclosure Letter, the Company is the sole and exclusive legal and beneficial, and with respect to Registered Owned Intellectual Property, record owner of all right, title, and interest in and to the Owned Intellectual Property, and has the valid and enforceable right to use all Company Intellectual Property necessary for the operation of the Business as currently conducted and as proposed to be conducted, in each case, free and clear of all Liens (except Permitted Liens).
(b) Section 3.10(b) of the Disclosure Letter lists all Owned Intellectual Property as of the date hereof that is subject to any issuance, registration, or application by or with any Governmental Authority or authorized private registrar in any jurisdiction, and pending applications for any of the foregoing (the “Registered Owned Intellectual Property”).
(c) All of the Registered Owned Intellectual Property is valid and enforceable, and with respect to all Registered Owned Intellectual Property, such applications and registrations are subsisting and in full force and effect. Seller Group has taken commercially reasonable steps to maintain the material Owned Intellectual Property and to preserve the confidentiality of all material trade secrets included therein. None of the Owned Intellectual Property has any renewal or maintenance deadlines, or any payments of fees, due within the six (6) months following the Closing.
(d) To Seller’s Knowledge, neither the Company, nor any other party is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any agreement materially concerning Company Intellectual Property.
(e) Except as set forth in Section 3.10(e) of the Disclosure Letter, the consummation of the Contemplated Transactions will not result in the breach of, or create on behalf of any third party the right to terminate or modify, any agreement to which the Company is a party and pursuant to which the Company is authorized or licensed to use any Company Intellectual Property.
(f) Except as disclosed on Section 3.10(f) of the Disclosure Letter, to Seller’s Knowledge, during the past three (3) years, there has been no data breach or other security incident that has resulted in material unauthorized access, disclosure, use, denial of use, alteration, corruption, destruction, or material loss or theft of Personal Information or...
Intellectual Property; Data Privacy. (a) All Intellectual Property used by CCCI is either owned by CCCI (the “CCCI Owned Intellectual Property”) or used by CCCI pursuant to a valid license Contract (the “CCCI Licensed Intellectual Property”).
(b) CCCI has made available to the Company a complete and accurate list of (i) all the CCCI Owned Intellectual Property that is registered, issued, or the subject of a pending application, and (ii) all material unregistered the CCCI Owned Intellectual Property. All of such registrations, issuances, and applications are valid, in full force and effect, and have not expired or been cancelled, abandoned, or otherwise terminated. CCCI owns and possess all right, title, and interest in and to its the CCCI Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens).
(c) To the Knowledge of CCCI, (i) the conduct of the Business does not infringe or otherwise violate any Intellectual Property or other proprietary rights of any other Person, and (ii) no Person is infringing or otherwise violating any the CCCI Owned Intellectual Property or any rights of CCCI in any the CCCI Licensed Intellectual Property.
Intellectual Property; Data Privacy. (1) Section 2.2(r)(1) of the Company Disclosure Schedule contains a true, correct and complete list of all of the following: (i) registered Patents, Trademarks, domain names and Copyrights and applications for any of the foregoing that have been filed with the applicable Governmental Entity that are owned or purported to be owned by the Company or any of its Subsidiaries (“Company Registered IP”) (showing in each, as applicable, the filing date, date of issuance, expiration date and registration or application number, and registrar).
(2) The Company or a Subsidiary of the Company solely and exclusively owns, free and clear of all Liens (other than Permitted Liens), all