Proper Filing Sample Clauses

Proper Filing. All Program Patents listed in Schedule 3.6(b)(i) of the Seller Disclosure Schedules have been duly filed and maintained, including the timely submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate Governmental Authority, and have not lapsed (other than lapsed provisional applications that have been converted to non-provisional applications), expired or been abandoned.

Proper Filing. Only the UAW may file an appeal to arbitration and only after the timely exhaustion of the Grievance Procedure. The written appeal must be signed by an authorized representative of the UAW, filed with the Office of the President - Labor Relations, and must include: a. the name and address of the UAW representative who is responsible for the appeal to arbitration and to whom all correspondence relating to the arbitration is to be sent; b. a copy of the completed grievance form; and c. a statement setting forth the unresolved issue(s), the articles of the agreement alleged to have been violated, and the remedy requested.

Proper Filing. All Patents owned by Target have been duly filed or registered (as applicable) with the applicable Governmental Authority, and maintained, including the timely submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate Governmental Authority, and have not lapsed, expired or been abandoned, and all Patents exclusively licensed to Target, to the Knowledge of Target, have been duly filed or registered (as applicable) with the applicable Governmental Authority, and maintained, including the timely submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate Governmental Authority and have not lapsed, expired or been abandoned. Target has made such filings under the Patent Cooperation Treaty (“PCT”) as are necessary or appropriate in order for Target to timely preserve its rights under the Patents in any jurisdiction subject to the PCT with respect to which the time to make national stage elections has not passed. Target and its patent counsel have complied with their duty of candor and disclosure to the United States Patent and Trademark Office and any relevant foreign patent office with respect to those Patents owned or purported to be owned by Target and those Patents exclusively licensed to Target for which Target controls prosecution. Target and its patent counsel have made no misrepresentations in connection with the prosecution or maintenance of any such Patents;

Proper Filing. With respect to each item of Company Registered Intellectual Property and each item of Company Licensed Intellectual Property that is exclusively licensed to the Company under terms and conditions that include a right for the Company to review and comment on or control the filing, prosecution or maintenance of such Company Licensed Intellectual Property, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes have been paid, and all necessary documents and certificates have been filed with all relevant Registration Offices for the purposes of maintaining such Intellectual Property Rights, in each case in accordance with Legal Requirements. Section 2.10(b)(iii) of the Disclosure Schedules is a complete and accurate list of all actions that must be taken by Company within one hundred twenty (120) days of the Closing Date with respect to any of the Company Owned Intellectual Property and each item of Company Licensed Intellectual Property that is exclusively licensed to the Company under terms and conditions that include a right for the Company to review and comment on or control the filing, prosecution or maintenance of such Company Licensed Intellectual Property, including payment of any filing, examination, registration, maintenance, renewal and other fees and taxes or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting, preserving or renewing such Intellectual Property Rights, in each case in accordance with Legal Requirements.

Proper Filing. All Seller-Licensed Patents for which the Seller has any obligation to file or maintain have been duly filed and maintained, including the timely submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate Governmental Authority, and have not lapsed (other than lapsed provisional applications that have been converted to non-provisional applications), expired or been abandoned.

Proper Filing. With respect to each item of Target Registered Intellectual Property, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes have been paid, and all necessary documents and certificates have been filed with all relevant Registration Offices for the purposes of maintaining such Intellectual Property, in each case in accordance with Applicable Law. Section 3.8(a)(iii) of the Target Disclosure Schedule is a complete and accurate list of all actions that must be taken by Target within one hundred twenty (120) days of the Closing Date with respect to any of the Target Owned Intellectual Property, including payment of any filing, examination, registration, maintenance, renewal and other fees and taxes or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting, preserving or renewing such Intellectual Property, in each case in accordance with Applicable Law.

Proper Filing. With respect to each item of Company Registered Intellectual Property and, to the Knowledge of the Company, each item of Company Licensed Intellectual Property that is Registered Intellectual Property and is exclusively licensed to the Company, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due on or prior to the Closing Date have been timely paid in full, and all necessary documents (including responses to office actions and other correspondence from a Registration Office) and certificates have been timely filed with all relevant Registration Offices for the purposes of maintaining such Intellectual Property, in each case in accordance with Applicable Law and to avoid loss or abandonment thereof. With respect to the Company Registered Intellectual Property, all foreign filing licenses have been properly and timely applied for and obtained from the relevant Governmental Entity in accordance with Applicable Law. The records shown in each Registration Office with respect to all Company Registered Intellectual Property are current and accurate (including records regarding the change of ownership and assignments) and such records show the Company as the record owner and assignee of each such item of Company Registered Intellectual Property. Section 3.9(a)(iii) of the Company Disclosure Schedule is a complete and accurate list of all actions that must be taken within one hundred twenty (120) days after the Closing Date with respect to any of the Company Registered Intellectual Property and, to the Knowledge of the Company, any Company Licensed Intellectual Property that is Registered Intellectual Property and is exclusively licensed to the Company, including payment of any filing, examination, registration, maintenance, renewal and other fees and Taxes or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting,

Proper Filing. All Seller Registered Intellectual Property has been applied for or registered in the name of Seller. With respect to each item of Seller Registered Intellectual Property, all legal and agents fees for services and related expenses incurred due to be made or paid as of the date of this Agreement have been timely paid in full, and all necessary documents (including responses to office actions and other correspondence from a Registration Office) and certificates, due before the date of this Agreement, have been timely filed with all relevant Registration Offices for the purposes of maintaining such Intellectual Property, in each case in accordance with Applicable Law and to avoid loss or abandonment thereof. Section 3.13.1.3 of the Disclosure Schedules is a list of all actions, dated as of the date on the Disclosure Schedule, that, to the Knowledge of Seller, must be taken within 60 days after the date hereof: (i) with respect to any of the Seller Registered Intellectual Property; and (ii) with respect to any Seller Licensed Intellectual Property that is Registered Intellectual Property and in respect of which Seller manages or participates in the prosecution of such Seller Licensed Intellectual Property; in each case including payment of any filing, examination, registration, maintenance, renewal and other fees or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting, preserving or renewing such Intellectual Property to avoid loss or abandonment thereof, in each case in accordance with Applicable Law.

Proper Filing. With respect to each item of Company Registered Intellectual Property, each item of Company Licensed Intellectual Property that has been registered with a Registration Office or is exclusively licensed to an Acquired Company, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes have been paid, and all necessary documents and certificates have been filed with all relevant Registration Offices for the purposes of maintaining such Intellectual Property, in each case in accordance with Law. Section 3.11(a)(iii) of the Company Disclosure Schedule is a complete and accurate list of all actions that must be taken by the Acquired Companies within 120 days of the Closing Date with respect to any of the Company Owned Intellectual Property, including payment of any filing, examination, registration, maintenance, renewal and other fees and taxes or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting, preserving or renewing such Intellectual Property, in each case in accordance with Law.