Ownership Free and Clear. The Company exclusively owns all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company, as identified in Part 2.9(b) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than Permitted Encumbrances and licenses and rights granted pursuant to the Contracts identified in Part 2.9(c) of the Company Disclosure Schedule). Without limiting the generality of the foregoing:
Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f) of the Disclosure Schedule).
Ownership Free and Clear. The Company exclusively owns all right, title, and interest to and in the Company Owned IP free and clear of any Liens. Without limiting the generality of the foregoing:
Ownership Free and Clear. The Acquired Corporations exclusively own all right, title, and interest to and in the Company IP (other than any Intellectual Property Rights exclusively licensed to the Acquired Corporations, as identified in Part 2.9(c) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP granted in the ordinary course of business pursuant to Standard Form IP Agreements). Without limiting the generality of the foregoing:
Ownership Free and Clear. The Company and each of the Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens (other than Permitted Liens). Without limiting the generality of the foregoing:
Ownership Free and Clear. Seller exclusively owns all right, title and interest to and in all Registered Intellectual Property. Seller owns all right, title and interest to and in all material Intellectual Property used in or necessary to conduct the BU as currently conducted, and as currently proposed to be conducted, other than Intellectual Property licensed to Seller (with such licenses identified in Section 2.14.4 through 2.14.7 of the Disclosure Schedule). Without limiting the generality of the foregoing:
Ownership Free and Clear. The Company exclusively owns all right, title and interest to and in the Company IP (other than Intellectual Property Rights jointly owned with other Person, as identified in Part 2.10
Ownership Free and Clear. Except as set forth on Part 2.9(g) of the Company Disclosure Schedule, the Acquired Corporations exclusively own all right, title, and interest to and in the Company IP (other than Intellectual Property Rights licensed to the Acquired Corporations, as identified in Part 2.9(c) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.9(d) of the Company Disclosure Schedule). Without limiting the generality of the foregoing, except as set forth on Part 2.9(g) of the Company Disclosure Schedule:
Ownership Free and Clear. The Company exclusively owns all right, title and interest to and in the Company IP, free and clear of any Liens other than Permitted Liens. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Employee (current or former) who is or was involved in the authorship, invention, creation, conception or development of any Intellectual Property or Intellectual Property Rights for or on behalf of the Company has entered into a valid and enforceable written agreement (A) sufficient to irrevocably assign all such Intellectual Property and such Intellectual Property Rights to the Company, and (B) containing confidentiality provisions protecting the Company IP; (iii) all Intellectual Property Rights and Intellectual Property created by the Company’s founders or other Persons for or on behalf of or in contemplation of the Company (A) prior to the inception of the Company or (B) prior to their commencement of employment with the Company have been irrevocably assigned to the Company; (iv) no Employee or former employer of any Employee has any claim, right or interest (including the right to obtain any claim, right or interest) to or in any Company IP; (v) The Company is not utilizing (A) any Intellectual Property or Intellectual Property Rights authored, invented, created, conceived or developed by any Employees or Persons the Company currently intends to hire, or (B) to the Knowledge of the Company, any confidential information of any other Persons to which such Employees were exposed prior to their employment by the Company; (vi) to the Knowledge of the Company, no Employee is in breach of any Contract with any former or concurrent employer or other Person concerning Intellectual Property Rights, confidentiality or noncompetition; (vii) no funding, facilities, resources or personnel of any Governmental Entity or any research or educational institution were used to develop or create any Company IP; (viii) the Company has taken all commercially reasonable steps to maintain the confidentiality of all material proprietary information held by the Company, or purported to be held by the Company, as a trade secret, including any confidential information or trade secrets provided to the Company by any Person under an obligation of confidentiali...
Ownership Free and Clear. The Company owns all right, title and interest to the Company IP, including, without limitation, all right, title and interest to xxx for infringement of Intellectual Property Rights that are Company IP, or, with respect to exclusively licensed Company IP, has a valid and enforceable license thereto, in each case, free and clear of all Liens other than non-exclusive end user licenses of Intellectual Property Rights granted in the ordinary course of business. There are no actions, suits, investigations, claims, or proceedings threatened, pending, or in progress relating in any way to the Company IP. Without limiting the generality of the foregoing:
