LICENSES, PATENTS, TRADEMARKS, AUTHORIZATIONS, ETC Sample Clauses

LICENSES, PATENTS, TRADEMARKS, AUTHORIZATIONS, ETC. The Company and each of its Subsidiaries owns, possesses or has the right to use (without any known conflict with the rights of others) all permits, franchises, patents, trademarks, service marks, trade names, copyrights, licenses, permits and governmental or other authorizations or the like (collectively, "LICENSES") which are necessary in any material respect to the conduct of its businesses as conducted on the date hereof and as proposed to be conducted. Each such License is in full force and effect, and the Company or its applicable Subsidiary, as the case may be (whichever shall own, possess or have the right to use the same), has fulfilled and performed in all material respects its obligations with respect thereto to the extent required to be performed or observed on or prior to the date hereof. No default in the performance or observance by the Company or any such Subsidiary of its obligations thereunder has occurred (and, so far as is known to the Company no other event has occurred) which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such License or which has had a Material Adverse Effect or in the future may (so far as the Company can now reasonably foresee) have a Material Adverse Effect.
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LICENSES, PATENTS, TRADEMARKS, AUTHORIZATIONS, ETC. Each Borrower and each of its Restricted Subsidiaries owns, possesses or has the right to use (without any known conflict with the rights of others) all permits, franchises, patents, trademarks, service marks, trade names, copyrights, licenses, permits and governmental or other authorizations or the like (collectively, "Licenses") which are necessary in any material respect to the conduct of its businesses as conducted on the date hereof and as proposed to be conducted. All such necessary Licenses or rights therein purported to be owned by the Borrowers or any Restricted Subsidiary are so owned free and clear of any Liens, other than Liens permitted by Sections 8.03(a), (d) and (g). Each such necessary License is in full force and effect, and no default in the performance or observance by the Borrowers or any such Subsidiary of its obligations thereunder has occurred, the consequences of which default, either alone or taken together with the consequences of all other such defaults, have had or could reasonably be expected to have a Material Adverse Effect.
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LICENSES, PATENTS, TRADEMARKS, AUTHORIZATIONS, ETC. Set forth -------------------------------------------------- on SCHEDULE VI is a list of all trademarks and trade names of the Company which are necessary in any material respect for the conduct of the business of the Company and its Subsidiaries as conducted on the date hereof (such trademarks and trade names being herein collectively referred to as the "MATERIAL -------- TRADEMARKS"). The Company and its Subsidiaries own, possess or have the right to ---------- use (without any known conflict with the rights of others) all permits, franchises, patents, trademarks, service marks, trade names, copyrights, licenses and Approvals or the like (including, without limitation, the Material Trademarks) (collectively, "LICENSES") which are necessary in any material -------- respect to the conduct of their respective businesses as conducted on the date hereof and as proposed to be conducted. All such Licenses or rights therein purported to be owned by the Company or the applicable Subsidiary are so owned free and clear of any Liens, other than Liens permitted under SECTION 6.3. Each such License is in full force and effect, and the Company or the applicable Subsidiary, as the case may be, has fulfilled and performed in all material respects its obligations with respect thereto to the extent required to be performed or observed on or prior to the date hereof. No default in the performance or observance by the Company or any such Subsidiary of its obligations under any Material Trademark has occurred (and, so far as is known to the Company, no other event has occurred), which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such Material Trademark, and no default in the performance or observance by the Company or any such Subsidiary of its obligations under any other such License has occurred (and, so far as is known to the Company, no other event has occurred), which permits, or after notice or lapse of time or both would permit, the revocation or termination of any other such License or which, either alone or taken together with the consequences of all other such defaults, has had or in the future may have a Material Adverse Effect.
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Related to LICENSES, PATENTS, TRADEMARKS, AUTHORIZATIONS, ETC

  • Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.

  • Patents, Trademarks, Copyrights, Licenses, Etc Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others.

  • Patents, Trademarks, Etc Each Borrower and their Subsidiaries owns, possesses, or has the right to use all necessary Patents, licenses, Trademarks, Copyrights, permits and franchises to own its properties and to conduct its business as now conducted, without known conflict with the rights of any other Person. Any and all obligations to pay royalties or other charges with respect to such properties and assets are properly reflected on the financial statements described in Section 4.1.11 (Financial Condition).

  • Trademarks, Patents, Etc (a) Schedule 4.8(a) contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service xxxx registrations and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, claimed by either Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not, (collectively herein, "Registered Rights").

  • Patents, Trademarks There are no material patents, patent rights, trademarks, service marks, trade names, copyrights, licenses or other intellectual property rights with respect to the Leased Property that are necessary for the operation of the Leased Property by the Lessee, except to the extent that the Lessee has rights in respect thereof without material payment of royalties or other material licensing payments, which rights may be freely leased, licensed or otherwise provided to Lessor or any successor owner, lessee, user or operator of the Leased Property pursuant to the Operative Documents.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Patents, Trademarks, Copyrights and Licenses All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

  • Trademarks, Patents Borrower, as of the date hereof, possesses all necessary trademarks, trade names, copyrights, patents, patent rights, and licenses to conduct its business as now operated, without any known conflict with the valid trademarks, trade names, copyrights, patents and license rights of others.

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Patents, Trademarks and Copyrights Machinery and equipment of the VESSEL, whether made or furnished by the BUILDER under this CONTRACT, may bear the patent numbers, trademarks, or trade names of the manufacturers. The BUILDER shall defend and save harmless the BUYER from all liabilities or claims for or on account of the use of any patents, copyrights or design of any nature or kind, or for the infringement thereof including any unpatented invention made or used in the performance of this CONTRACT and also for any costs and expenses of litigation, if any in connection therewith. No such liability or responsibility shall be with the BUILDER with regard to components and/or equipment and/or design supplied by the BUYER. Nothing contained herein shall be construed as transferring any patent or trademark rights or copyrights in equipment covered by this CONTRACT, and all such rights are hereby expressly reserved to the true and lawful owners thereof.

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