Ownership and Protection of Proprietary Rights. A Seller Party or one of the Affiniti Companies owns the Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. A Seller Party or one of the Affiniti Companies owns or has a valid right to use each of the Proprietary Rights, and the Proprietary Rights will not cease to be valid rights of such Seller Party or Affiniti Company by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby (including the transfer of such Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof). All of the Patents, registered Copyrights and Domain Names owned by the Seller Parties and the Affiniti Companies and all of the Patents, registered Copyrights and Domain Names used in and material to the Business have been duly filed or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have not lapsed, expired or been abandoned. The Seller Parties have registered only two (2) Trademarks, “BIOMOL” and “QUANTIZYME”, and only with (i) the United States Patent and Trademark Office, with respect to both “BIOMOL” and “QUANTIZYME”, and (ii) the Japan Patent Office, with respect to “BIOMOL”. The Seller Parties and the Affiniti Companies have used the “BIOMOL” Trademark continuously in connection with the Business throughout the world in countries identified in Schedule 4.17(d) for at least five (5) years. None of the Seller Parties or the Affiniti Companies has received any notice of invalidity or infringement of any rights of others with respect to the Trademarks, that are presently outstanding except as may be disclosed in Schedule 4.17(d). The Seller Parties and the Affiniti Companies have taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other Person. Seller has no Knowledge of any infringement of any Proprietary Rights owned or licensed by the Seller Parties or the Affiniti Companies or exclusively licensed to Seller. Other than as may be disclosed in Schedule 4.17(d), no other Person (i) has notified any Seller Party or either of the Affiniti Companies that it is claiming any ownership of or right to use such Proprietary Rights or (ii) to Seller’s Knowledge, is infringing upon a...
Ownership and Protection of Proprietary Rights. The Company owns or licenses, and has the sole right to use or (if it so elects) to sublicense each of the Proprietary Rights. None of the Proprietary Rights is involved in any pending or, to the Company's knowledge, threatened Action. The Company has not received any notice of invalidity with respect to such Proprietary Rights. The Company has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other person. To the knowledge of the Company, the Company's use of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights. No such infringement been alleged by any third party. All of the Proprietary Rights are validly owned by or licensed to the Company and will not cease to be validly owned or licensed and in full force and effect by reason of the execution, delivery
Ownership and Protection of Proprietary Rights. It owns and ---------------------------------------------- has the sole right to use each of the Proprietary Rights. None of the Proprietary Rights is involved in any pending or threatened litigation. It has not received any notice of invalidity or infringement of any rights of others with respect to such trademarks. No other firm, corporation, association or person (1) has the right to use any such trademarks, (2) has notified the Company that it is claiming any ownership of or right to use such Proprietary Rights, or (3) is infringing upon any such Proprietary Rights in any way. Its use of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights. All of the Proprietary Rights are valid and enforceable, except where the failure to be so valid and enforceable would not have a material adverse effect.
Ownership and Protection of Proprietary Rights. Except as ----------------------------------------------- set forth on Schedule 4.18.3, the Company owns or licenses, and has the sole right to use or (as it so elects) to sublicense, each of the Proprietary Rights, and the Company is not a party to any litigation with respect to any of the Proprietary Rights. The Company has not received any notice of invalidity or infringement of any rights of others with respect to such Proprietary Rights. The Company has taken all reasonable and prudent steps in the reasonable business judgment of the Company to protect the Proprietary Rights from infringement by any other firm, corporation, association or person. The Company's use of the Proprietary Rights is not, to Seller's knowledge, infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights, nor has such infringement been alleged by any third party. All of the material Proprietary Rights are valid and enforceable rights of the Company and will not cease to be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.
Ownership and Protection of Proprietary Rights. Seller owns each of the Proprietary Rights and the Proprietary Rights will not cease to be valid rights of Seller by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. All of the pending Patent applications have been duly filed. Except as set forth in Schedule 4.18, no other person (i) has been granted by Seller the right to use any of Seller's Trademarks included in the Assets on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) to the knowledge of Seller, is infringing upon any such Proprietary Rights in any way. No Action has been instituted against or notices received by Seller that are presently outstanding alleging that Seller's use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller's or Buyer's, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.
Ownership and Protection of Proprietary Rights. Central owns ---------------------------------------------- and has the sole right to use each of the Proprietary Rights. None of the Proprietary Rights is involved in any pending or threatened litigation. Central has not received any notice of invalidity or infringement of any rights of others with respect to such Proprietary Rights. Central has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other firm, corporation, association or person. Central's use of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights, nor has such infringement been alleged by any third party. All of the Proprietary Rights are valid and enforceable rights of Seller, will be quit-claimed to Buyer and will not cease to be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.
Ownership and Protection of Proprietary Rights. 8.1 JCE retains all Intellectual Property Rights in and to the Game, the Localized Game (including, without limitation, the Closed Beta Version and the Open Beta Version), all Promotional Materials, and all Game Materials. JCE, and its permitted successor and assignee, shall exclusively own all Intellectual Property Rights, in perpetuity and in all languages, embodied in or pertaining to the Localized Game (including, without limitation, the Closed Beta Version and the Open Beta Version) and any and all Promotional Materials and Game Materials created by JCE, and T2 Entertainment hereby makes a full, irrevocable assignment, in perpetuity, to JCE of all such Intellectual Property Rights.
Ownership and Protection of Proprietary Rights. TSR Paging owns and/or has the right to use each of the Proprietary Rights listed on TSR Paging Disclosure Letter Schedule 5.20. The Proprietary Rights listed on TSR Paging Disclosure Letter Schedule 5.20 constitute all of the material Proprietary Rights necessary to conduct the TSR Paging Business in the manner presently conducted. None of the Proprietary Rights is involved in any pending or, to the knowledge of TSR Paging, threatened litigation. No other Person (i) has the right to use any of the Proprietary Rights, except pursuant to the Contracts; or (ii) to TSR Paging's knowledge is infringing upon any Proprietary Rights. To TSR Paging's knowledge, the use by TSR Paging of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party. No proceedings have been instituted against or notices received by TSR Paging that are presently outstanding alleging that the use by TSR Paging of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. All Proprietary Rights are assignable by TSR Paging to TSR Wireless in the manner contemplated by this Agreement.
Ownership and Protection of Proprietary Rights. To the best of ---------------------------------------------- Sellers' and Company's knowledge, the Company owns or licenses, and has the sole right to use or (as it so elects) to sublicense, each of the Proprietary Rights. To the best of Sellers' and Company's knowledge, none of the Proprietary Rights is involved in any pending or threatened litigation. The Company has not received any notice of invalidity or infringement of any rights of others with respect to such Proprietary Rights. To the best of Sellers' and Company's knowledge, the Company has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other firm, corporation, association or person. To the best of Sellers' and Company's knowledge, the Company's use of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights, nor has such infringement been alleged by any third party. To the best of Sellers' and Company's knowledge, all of the Proprietary Rights are valid and enforceable rights of the Company and will not cease to be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.
Ownership and Protection of Proprietary Rights. Except as set ---------------------------------------------- forth on Schedule 5.21, (i) to the best of its knowledge, the Company owns and has the sole right to use each of the Proprietary Rights. None of the Proprietary Rights is involved in any pending or threatened litigation, (ii) the Company has not received any notice of invalidity or infringement of any rights of others with respect to such Proprietary Rights, and (iii) no other firm, corporation, association or person (a) has the right to use any such Proprietary Rights, (b) has notified the Company that it is claiming any ownership of or right to use such Proprietary Rights, or (c) to the best of its knowledge, is infringing upon any such Proprietary Rights in any way. To the best of the Company's knowledge, the Company's use of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights. To the best of its knowledge, all of the Proprietary Rights are valid and enforceable, except where the failure to be so valid and enforceable would not have a Material Adverse Effect.
