Common use of Ownership of Intellectual Property Assets Clause in Contracts

Ownership of Intellectual Property Assets. Except as set forth in Schedule 4.19(b) of the Disclosure Schedule, the Company is the exclusive owner of, and has good, valid and marketable title to, all of the Intellectual Property Assets free and clear of all Liens, except as to those Intellectual Property Assets for which the Company holds a valid and enforceable license to use Intellectual Property Assets as currently used. Such Intellectual Property Assets represent all intellectual property or proprietary rights currently used in the conduct of the Company’s business. No claim is pending or, to the Company’s Knowledge, threatened in writing against the Company and/or its directors, officers, employees, and consultants, in their capacity as such, to the effect that (i) the right, title and interest of the Company in and to the Intellectual Property Assets is invalid or unenforceable by the Company or that any of the Intellectual Property Assets infringes, misappropriates, dilutes or otherwise violates the rights of a third party, or (ii) challenging the Company’s ownership or use of, or the validity, enforceability or registrability of, any Intellectual Property Assets. To the Knowledge of the Company, there exists no prior act or current conduct or use by Company that would give cause to any licensor of Intellectual Property Assets licensed to the Company to terminate or otherwise impair the rights of the Company pursuant to any such license agreement. Except as set forth in Schedule 4.19(b) of the Disclosure Schedule, the Company has not brought or threatened a claim against any person (A) alleging infringement, misappropriation, dilution or any other violation of the Intellectual Property Assets, or (B) challenging any person’s ownership or use of, or the validity, enforceability or registrability of, any Intellectual Property Assets and, to the Knowledge of the Company, there is no reasonable basis for a claim regarding any of the foregoing. To the Company’s Knowledge, no current or former stockholder, director, officer, employee or contractor of Company (or any of their respective predecessors in interest) has or will have, after giving effect to the transactions contemplated by this Agreement, any right, title or interest in or to any of the Intellectual Property Assets. All Intellectual Property Assets were developed by either (x) employees of the Company within the scope of their employment, or (y) independent contractors who have assigned all of their rights in such Intellectual Property Assets to the Company.

Ownership of Intellectual Property Assets. The Company or one of the Subsidiaries owns or has sufficient rights to use (i) all of the Intellectual Property Assets either (A) used to create, offer, maintain, support or enhance the Products which are currently commercially released or, with respect to Products or Product versions not yet commercially released, through the current stage of development or (B) which are otherwise necessary for the sale, distribution and provision of the Products which are currently commercially released or, with respect to Products or Product versions not yet commercially released, through the current stage of development, in either case free and clear of all Security Interests, and has the right to use all of such Intellectual Property Assets and (ii) all other material Intellectual Property Assets used in their business as presently conducted. No Intellectual Property Assets of any third party are necessary to complete the development of products currently planned for use in the Company's and its Subsidiaries' business, except for (i) such Intellectual Property Assets with respect to which the failure of the Company to own or have sufficient rights to use would not have a Company Material Adverse Effect, (ii) those Intellectual Property Assets currently licensed by the Company and (iii) such Intellectual Property Assets that the Buyer and the Company together determine hereafter in writing would be better licensed than owned or internally-developed from an efficiency and/or cost perspective. Except as set forth in Schedule 4.19(bSection 2.13(a) of the Disclosure Schedule, the Company is the exclusive owner of, and has good, valid and marketable title to, all of the Intellectual Property Assets free and clear of all Liens, except as to those Intellectual Property Assets for which the Company holds a valid and enforceable license to use Intellectual Property Assets as currently used. Such Intellectual Property Assets represent all intellectual property or proprietary rights currently used in the conduct of the Company’s business. No no claim is pending or, to the Company’s Knowledge's knowledge, threatened in writing against the Company Company, any subsidiary and/or its directors, any of their respective officers, employees, and consultants, in their capacity as such, consultants to the effect that (i) the Company's or such Subsidiary's right, title and interest of the Company in and to the such Intellectual Property Assets is invalid or unenforceable by the Company or that any of the Intellectual Property Assets infringes, misappropriates, dilutes or otherwise violates the rights of a third party, or (ii) challenging the Company’s ownership or use of, or the validity, enforceability or registrability of, any Intellectual Property Assets. To the Knowledge of the Company, there exists no prior act or current conduct or use by Company that would give cause to any licensor of Intellectual Property Assets licensed to the Company to terminate or otherwise impair the rights of the Company pursuant to any such license agreementSubsidiary. Except as set forth in Schedule 4.19(bSection 2.13(a) of the Disclosure Schedule, all former and current employees, consultants and contractors of the Company has not brought and the Subsidiaries have executed written agreements with the Company or threatened a claim against any person (A) alleging infringement, misappropriation, dilution or any other violation one of the Intellectual Property AssetsSubsidiaries that assign, or obligate any such employee, consultant or contractor to assign (B) challenging except if the lack of a present assignment would not have a material impact on any person’s ownership or use of, Product or the validitysale, enforceability or registrability of, any Intellectual Property Assets anddistribution and/or provision thereof), to the Knowledge Company or one of the Subsidiaries all rights to any inventions, improvements, discoveries, writings, or information relating to the business of the Company and the Subsidiaries. To the knowledge of the Company, there is no reasonable basis for a claim regarding employee of the Company or any of the foregoing. To the Company’s Knowledge, no current or former stockholder, director, officer, employee or contractor of Company (or any of their respective predecessors in interest) has or will have, after giving effect to the transactions contemplated by this Agreement, any right, title or interest in or Subsidiaries is subject to any agreement that restricts or limits in any way the scope or type of work in which the Intellectual Property Assets. All Intellectual Property Assets were developed by either (x) employees of employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than the Company within the scope of their employment, or (y) independent contractors who have assigned all of their rights in such Intellectual Property Assets to the CompanySubsidiary.

Ownership of Intellectual Property Assets. Except as set forth in Schedule 4.19(b) of the Disclosure Schedule, the The Company is the exclusive owner of, and has good, valid and marketable title to, to all of the Intellectual Property Assets Assets, free and clear of all mortgages, pledges, charges, Liens, equities, security interests, or other encumbrances or agreements, and has the right to use without payment to a third party (except as to those set forth in Schedule 2.14) all of the Intellectual Property Assets for which the Company holds a valid and enforceable license to use Intellectual Property Assets as currently used. Such Intellectual Property Assets represent all intellectual property or proprietary rights currently used in the conduct of the Company’s businessAssets. No claim is pending or, to the Company’s Knowledge's knowledge, threatened in writing against the Company and/or its directors, officers, employees, and consultants, in their capacity as such, consultants to the effect that (i) the Company's right, title and interest of the Company in and to the Intellectual Property Assets is reduced, invalid or unenforceable by the Company or that any of the Intellectual Property Assets infringes, misappropriates, dilutes or otherwise violates the rights of a third party, or (ii) challenging the Company’s 's ownership or use of, or the validity, enforceability or registrability registerability of, any Intellectual Property Assets. To Assets and, to the Knowledge knowledge of the Company, there is no reasonable basis for a claim regarding any of the foregoing. There exists no prior act or current conduct or use by the Company or any third party that would void or invalidate any Intellectual Property Assets owned by the Company that would is used or is necessary for the conduct of the Company's business as currently conducted, or give cause to any licensor of Intellectual Property Assets licensed to the Company to terminate or otherwise impair the rights of the Company pursuant to any such license agreement. Except as set forth in Schedule 4.19(b) of the Disclosure Schedule, the The Company has not brought or threatened a claim against any person (Ai) alleging infringement, misappropriation, dilution or any other violation of the Intellectual Property AssetsAssets or the Intellectual Property that is the subject of any license agreement, or (Bii) challenging any person’s 's ownership or use of, or the validity, enforceability or registrability registerability of, any Intellectual Property Assets and, to the Knowledge knowledge of the Company, there is no reasonable basis for a claim regarding any of the foregoing. To Except as set forth in Schedule 2.14, all former and current employees of the Company have executed written instruments with the Company that assign to the Company all rights to any inventions, improvements, discoveries or information relating to the business of the Company’s Knowledge, no . No current or former stockholdershareholder, partner, director, officer, employee or contractor of Company (or any of their respective predecessors in interest) has or will have, after giving effect to the transactions contemplated by this Agreement, any legal or equitable right, title or interest in or to, or any right to use, directly or indirectly, in whole or in part, any of the Intellectual Property Assets. All Intellectual Property Assets were developed by either (xi) employees of the Company within the scope of their employment, or (yii) independent contractors who have assigned all of their rights in such Intellectual Property Assets to the CompanyCompany pursuant to a written agreement.

Ownership of Intellectual Property Assets. Except as set forth in Schedule 4.19(b) of The Company and the Disclosure ScheduleSubsidiaries have a valid license to use, the Company is or are the exclusive owner owners of, and has have good, valid and marketable title to, all of the Intellectual Property Assets free and clear of all Encumbrances, other than Permitted Liens, except as to those Intellectual Property Assets for which the Company holds a valid and enforceable license to use Intellectual Property Assets as currently used. Such Intellectual Property Assets represent all intellectual property or proprietary rights currently used in the conduct of the Company’s business. No claim is pending or, to the Company’s KnowledgeStockholders’ knowledge, threatened in writing against the Company or any Subsidiary and/or its directors, officers, employees, and consultants, in their capacity as such, to the effect that (i) the right, title and interest of the Company in and to the Intellectual Property Assets is invalid or unenforceable by the Company or any Subsidiary or that any of the Intellectual Property Assets infringes, misappropriates, dilutes or otherwise violates the rights of a third party, or (ii) challenging the Company’s or any Subsidiary’s ownership or use of, or the validity, enforceability or registrability registerability of, any Intellectual Property Assets. To the Knowledge knowledge of the CompanyStockholders, there exists no prior act or current conduct or use by Company or any Subsidiary that would give cause to any licensor of Intellectual Property Assets licensed to the Company or any Subsidiary to terminate or otherwise impair the rights of the Company or any Subsidiary pursuant to any such license agreement. Except as set forth in Schedule 4.19(b) of the Disclosure Schedule, Neither the Company nor any Subsidiary has not brought or threatened in writing a claim against any person (A) alleging infringement, misappropriation, dilution or any other violation of the Intellectual Property Assets, or (B) challenging any person’s ownership or use of, or the validity, enforceability or registrability registerability of, any Intellectual Property Assets and, to the Knowledge knowledge of the CompanyStockholders, there is no reasonable basis for a claim regarding any of the foregoing. To All former and current employees of the CompanyCompany and the Subsidiaries have executed written instruments with the Company or any Subsidiary that assign to the Company or any Subsidiary such employee’s Knowledgerights to any inventions, no improvements, discoveries or information relating to the business of the Company and the Subsidiaries. No current or former stockholder, director, officer, employee or contractor of Company or any Subsidiary (or any of their respective predecessors in interest) has or will have, after giving effect to the transactions contemplated by this Agreement, any right, title or interest in or to any of the Intellectual Property Assets. All Intellectual Property Assets were developed by either (x) employees of the Company and the Subsidiaries within the scope of their employment, or (y) independent contractors who have assigned all of their rights in such Intellectual Property Assets to the CompanyCompany or any Subsidiary pursuant to a written agreement.

Ownership of Intellectual Property Assets. Except as set forth in Schedule 4.19(b) of The Sellers have the Disclosure Schedule, the Company is the exclusive owner of, and has good, valid and marketable title to, legal right to use all of the Intellectual Property Assets Assets, free and clear of all mortgages, pledges, charges, Liens, except as to those Intellectual Property Assets for which equities, security interests, or other encumbrances created by the Company holds a valid and enforceable license to use Intellectual Property Assets as currently used. Such Intellectual Property Assets represent all intellectual property or proprietary rights currently used in the conduct of the Company’s businessSellers. No claim is pending or, to the Company’s KnowledgeSellers’ knowledge, threatened in writing against the Company any Seller and/or its directors, officers, employees, and consultants, in their capacity as such, consultants to the effect that (i) the any Seller’s right, title and interest of the Company in and to the Intellectual Property Assets is reduced, invalid or unenforceable by the Company Seller or that any of the Intellectual Property Assets infringes, misappropriates, dilutes or otherwise violates the rights of a third party, or (ii) challenging the Companyany Seller’s ownership or use of, or the validity, enforceability or registrability registerability of, any Intellectual Property Assets. To Assets and, to the Knowledge knowledge of the CompanySellers, there is no reasonable basis for a claim regarding any of the foregoing. There exists no prior act or current conduct or use by Company the Sellers or any third party that would void or invalidate any Intellectual Property Assets owned by the Sellers that are used or are necessary for the conduct of the Businesses as currently conducted, or give cause to any licensor of Intellectual Property Assets licensed to the Company Sellers to terminate or otherwise impair the rights of the Company Sellers pursuant to any such license agreement. Except as set forth in Schedule 4.19(b) of the Disclosure Schedule2.13, the Company has Sellers have not brought or threatened a claim against any person (A) alleging infringement, misappropriation, dilution or any other violation of the Intellectual Property Assets, or (B) challenging any person’s ownership or use of, or the validity, enforceability or registrability registerability of, any Intellectual Property Assets and, to the Knowledge knowledge of the CompanySellers, there is no reasonable basis for a claim regarding any of the foregoing. To Except as set forth in Schedule 2.13, all former and current employees of the Company’s KnowledgeSellers have executed written instruments with the Sellers that assign to the Sellers all rights to any inventions, improvements, discoveries or information relating to the Businesses. Except as set forth in Schedule 2.13, no current or former stockholdermember, director, officer, employee or contractor of Company any Seller (or any of their respective predecessors in interest) has or will have, after giving effect to the transactions contemplated by this Agreement, any legal or equitable right, title or interest in or to, or any right to use, directly or indirectly, in whole or in part, any of the Intellectual Property AssetsAssets owned by the Sellers. All Except as set forth in Schedule 2.13, all Intellectual Property Assets owned by the Sellers were developed by either (x) employees of the Company Sellers within the scope of their employment, or (y) independent contractors who have assigned all of their rights in such Intellectual Property Assets to the CompanySellers pursuant to a written agreement.