Owned IP Sample Clauses

Owned IP. Schedule 3.12(a) of the Company Disclosure Letter lists all applications and registrations for trademarks, copyrights, trade names, service marks, patents and Internet domain names owned by the Group Companies. The Group Companies exclusively own all right, title, and interest in and to all Intellectual Property Rights they own or purport to own, including each of the items set forth on Schedule 3.12(a) of the Company Disclosure Letter (collectively, the “Owned Intellectual Property”), in each case free and clear of all Liens, except as set forth on Schedule 3.12(a) of the Company Disclosure Letter and except for Permitted Liens. No (i) government funding, or (ii) facilities of a university, college, or research center was used in the development of the Owned Intellectual Property. The Group Companies exclusively own, or have a valid license to use or otherwise have the legal right to use, all Intellectual Property Rights used in or necessary to the conduct of the Business as presently conducted in all material respects, free and clear of all Liens, except as set forth on Schedule 3.12(a) of the Company Disclosure Letter and except for Permitted Liens. The Owned Intellectual Property is valid, subsisting, and, to the Company’s Knowledge, enforceable.

Owned IP. The Owned IP that is material to the ongoing operations of the Business is valid, subsisting and enforceable and nothing has been done or omitted to be done which could cause any of them to cease being so.

Owned IP. Except as disclosed in Section 16 of the Disclosure Letter: 1. The Owned IP is valid and subsisting and is not subject to any amendment, challenge, removal or surrender. 2. The Owned IP is not subject to any third party right. 3. All registry fees and relevant registration formalities in respect of the Owned IP have been paid and carried out by the due date and no registry fees are due at the date of this Agreement. 4. Of the Owned IP which is a registered trade mark, each such trade mark has been used continuously and in good faith by the registered proprietor in relation to each of the goods and services for which it is registered at all times since it was applied for. 5. The Group Companies are the sole legal and beneficial owners of all of the rights and interests in, or has validly licensed to it, all of the Owned IP. 6. The Owned IP is not subject to any security interest, option, mortgage, charge or lien. The Owned IP will not be lost, or rendered liable to termination, by virtue of the performance of this Agreement.

Owned IP. Schedule 3.6(a) of the Disclosure Schedules contains a true, complete, and accurate list of (i) all registered Purchased IP which is owned by any Seller Entity, (ii) all pending applications for registrations of Purchased IP which is owned by any Seller Entity, (iii) any material unregistered Trademark or Copyright included in the Purchased IP which is owned by any Seller Entity, and (iv) all Internet domain names and social media handles included in the Purchased IP that are used or registered by or on behalf of any Seller Entity (indicating for each of clauses (i) and (ii) the entity that owns or holds such Intellectual Property, applicable jurisdiction, registration number (if registered), application number, date issued (if issued) and date filed for, and indicating for clause (iv) the applicable registrar, owner, and expiration date) (all of the foregoing, the “Owned IP”).

Owned IP. (a) The Disclosed Information contains a complete and accurate overview of all registered Owned IP. The Owned IP is valid and enforceable. (b) The Owned IP is not subject, or, so far as the Sellers are aware, likely to be subject, to amendment, challenge, removal or surrender. (c) No compulsory licences or anything similar have been granted for the Owned IP. There are no agreements or arrangements that materially restrict the disclosure, use or assignment by any Group Company of the Owned IP. (d) The Owned IP is not subject to any security interest, option, mortgage, charge or lien.

Owned IP. Except as listed in Section 3.27(b) of the Disclosure Schedule, Target owns all right, title and interest in and to its Owned IP free and clear of any Encumbrance and has the exclusive rights (and is not contractually obligated to pay any compensation to any other Person in respect thereof) to the use or practice thereof or the material covered thereby. Except for Licensed IP, no license to an Intellectual Property Right owned by any other Person is required to freely use or practice the Owned IP.

Owned IP. Schedule 4.13(a) of the CDL lists material issuances, registrations and applications for issuance or registration of Intellectual Property Rights, including Internet domain names and social media accounts, owned or pending or registered in the name of any of the Group Companies. (i) The Group Companies exclusively own all right, title, and interest in and to all the material Intellectual Property Rights they own or purport to own, including each of the items set forth on Schedule 4.13(a) of the CDL (collectively, the “Owned Intellectual Property”), in each case free and clear of all Liens, except for Permitted Liens, (ii) the Group Companies have the legal right to use, all other material Intellectual Property Rights used in or necessary to the conduct of the business of the Group Companies as presently conducted in all material respects (collectively, the “Company Intellectual Property”), free and clear of all Liens, except for Permitted Liens (provided that the foregoing will not be read as a representation of non-infringement), (iii) the material registered Owned Intellectual Property is subsisting, and to the Company’s Knowledge, valid and enforceable, (iv) there are no Orders or settlements that restrict the Company’s use or ownership of any material Owned Intellectual Property and (v) the Group Companies have taken commercially reasonable actions to maintain, protect and enforce the material Owned Intellectual Property.

Owned IP. (a) The Company is the sole legal and beneficial owner of the Owned IP and all of the Owned IP is valid and subsisting and free of Encumbrances, and the Company is not aware of any dispute or challenge as to the ownership interest of the Company in respect of the Owned IP. (b) No Person has any interest in, licence, permission or other right in respect of the Owned IP (including, without limitation, any distribution, licensing or promotion rights), nor is there any obligation to grant any such licence, permission or other right. (c) The Company has the sole and exclusive right to bring actions for infringement or unauthorised use of the Owned IP, no such action has ever been taken and, as far as the Warrantors are aware, there is no basis for any such action. (d) The Company has the worldwide rights to Intellectual Property in the Owned IP. (e) The Company has developed the Owned IP through its own efforts and for its own account without the aid or use of any consultants, agents or independent contractors (other than persons who are employees of the Company, while acting in the course of their employment and who have entered into agreements of the type described in warranty 22.4 above). (f) The Company has maintained and protected the Owned IP (including all source code and system specifications) with such proprietary notices, confidentiality and non-disclosure agreements as the Warrantors consider appropriate and such other measures as the Warrantor consider appropriate to protect the proprietary, trade secret or confidential information contained in the Owned IP and to protect the operations of the Company taken as a whole. (g) All returns and payments which are required to be made to any registrar or governmental or regulatory body in respect of (or otherwise relating to) any of the Intellectual Property Rights (including renewal fees in respect of, or otherwise relating to registered Intellectual Property Rights) have been properly and punctually made.

Owned IP. Section 5.15(a) of the Disclosure Schedule lists the following intellectual property assets owned by the Company that are material to its business as currently conducted (the “Owned IP”): internet domain names. All required filings and fees related to any filings for the Owned IP have been timely filed with and paid to the relevant Government Authority and authorized registrars, and all registrations associated with Registered Intellectual Property included in Owned IP are otherwise in good standing. To Seller’s Knowledge, all registrations associated with Registered Intellectual Property included in Owned IP are enforceable, valid and subsisting, and have not expired or been cancelled or abandoned. The Company does not license any intellectual property assets that are material to its business.