Sufficiency of Intellectual Property Assets Sample Clauses

Sufficiency of Intellectual Property Assets. The Intellectual Property Assets are all those necessary or material for the operation of JJMA’s businesses as they are currently conducted and as conducted in the Ordinary Course of Business, (including, but not limited to, all necessary rights to install licensed Software on such CPUs, such numbers of CPUs, and CPUs of such models or processing capacity as currently used). Except as set forth on Schedule 3.21(c) of the JJMA Disclosure Schedules, JJMA is either the owner of all right, title and interest in and to each of the Intellectual Property Assets, free and clear of all Encumbrances, or otherwise has the right to use all of the Intellectual Property Assets as they are currently used. JJMA has taken all reasonably necessary and desirable action to maintain and protect its ownership rights in the Intellectual Property Assets owned by it. There is no Proceeding pending or Threatened, and there exists no basis for any claim that challenges the validity, enforceability, right to register, right to use, or ownership of any Intellectual Property Assets of JJMA. Each Intellectual Property Asset owned or used by JJMA immediately prior to the Closing will be owned or available for use by the Buyer on identical terms and conditions immediately subsequent to the Closing, without further payment by the Buyer.
Sample 1Sample 2
AutoNDA by SimpleDocs
Sufficiency of Intellectual Property Assets. The Company Intellectual Property Rights and Technology solely and exclusively owned by the Company or licensed to the Company under valid and enforceable Inbound Licensed Agreements constitute all the Intellectual Property Rights and Technology used or otherwise practiced or exploited in the operation of the business of the Company, including with respect to the Company Products, all work product and output resulting from or developed by the Company (alone or in concert with a third party) pursuant to its provision of services to third parties, and the Systems, and constitute all Intellectual Property Rights and Technology necessary for the Surviving Corporation to operate such business after the Closing Date in substantially the same manner as such business is currently conducted or proposed to be conducted by the Company.
Sample 1
Sufficiency of Intellectual Property Assets. The Intellectual Property Rights identified in Schedule 2.11(b) of the Disclosure Letter, the Intellectual Property Rights made available under the Transition Services Agreement, Company Owned IP, and the rights granted to the Company by third Persons, including under the Inbound Licenses, constitute all of the material Intellectual Property Rights: (i) used or otherwise practiced or exploited by the Company in the operation of the Business, and (ii) necessary to enable Acquiror to conduct the Business immediately following the Closing in the same manner as conducted by the Company immediately prior to the Closing.
Sample 1
Sufficiency of Intellectual Property Assets. The Company Intellectual Property Assets together with any Third Party Intellectual Property Asset licensed to the Company constitute all of the Intellectual Property Assets necessary to operate the Company’s business as currently conducted. The Company has all rights in and to the Intellectual Property Assets necessary to operate the Company’s business as currently conducted. All use, distribution and provision of Company Products by or through the Company is in material compliance with all licenses applicable thereto. No Company Intellectual Property Asset will terminate or cease to be a valid right of the Company by reason of the execution and delivery of this Agreement by the Company, the performance of the Company of its obligations hereunder, or the consummation by the Company of the transactions contemplated by this Agreement.
Sample 1
Sufficiency of Intellectual Property Assets. The Company and the other Group Companies own or have the valid right or license to all Intellectual Property Rights and Technology used or held for use in for the operation of their respective businesses as currently conducted. To the knowledge of the Company, such Intellectual Property Rights and Technology is sufficient for the conduct of the business of the Company and the other Group Companies as currently conducted.
Sample 1
Sufficiency of Intellectual Property Assets. The Owned Intellectual Property and the Intellectual Property and Intellectual Property Rights licensed to the Company and its Subsidiaries under the Inbound License Agreements constitute all the Intellectual Property and Intellectual Property Rights used or otherwise practiced or exploited in the operation of the business of the Company and its Subsidiaries and constitute all Intellectual Property and Intellectual Property Rights necessary to operate such business at the Closing Date in substantially the same manner as such business has been operated by the Company and its Subsidiaries prior thereto.
Sample 1
Sufficiency of Intellectual Property Assets. To the knowledge of the Sellers, the Scient’x Intellectual Property identified in Section 2.17(b) of the Scient’x Disclosure Schedule, together with the rights granted to Scient’x or one of its Subsidiaries under the Scient’x contracts, licenses and other agreements required to be identified in Section 2.17(j) of the Scient’x Disclosure Schedule (the “Scient’x Intellectual Property Agreements”), constitute all the material Intellectual Property required for the continued or currently contemplated conduct and operation of its business, except for non-exclusive licenses of generally commercially available software, content or other Intellectual Property pursuant to a “shrink wrap,” “clickwrap,” or similar end-user license or other standard form
Sample 1
AutoNDA by SimpleDocs
Sufficiency of Intellectual Property Assets. To the knowledge of Issuer, the Issuer Intellectual Property, together with the rights granted to Issuer under material contracts, licenses and other agreements relating to Intellectual Property and to which Issuer or any of its Subsidiaries is a party (the “Issuer Intellectual Property Agreements”), constitute all the material Intellectual Property required for the continued or currently contemplated conduct and operation of its business, except for non-exclusive licenses of generally commercially available software, content or other Intellectual Property pursuant to a “shrink wrap,” “clickwrap,” or similar end-user license or other standard form agreement. All material Issuer Intellectual Property Agreements are in full force and effect. Each of Issuer and its Subsidiaries is in material compliance with, and has not breached, and has not committed any action or omission that, with the giving of notice or lapse of time or both, would reasonably be expected to result in a breach of, any such material Issuer Intellectual Property Agreements and, to the knowledge of Issuer, all other parties to such Issuer Intellectual Property Agreements are in material compliance with, and have not breached any material term of, such Issuer Intellectual Property Agreements. Issuer and each of its Subsidiaries has taken all commercially reasonable steps in accordance with normal industry practice to protect its rights in and to the Issuer Intellectual Property, which is sufficient for the continued and currently contemplated conduct and operation of their business.
Sample 1
Sufficiency of Intellectual Property Assets. The Company Intellectual Property Rights constitute all the Intellectual Property Rights necessary to enable the Company to operate the Company’s business immediately after the Closing Date in substantially the same manner as such business is conducted.
Sample 1

Related to Sufficiency of Intellectual Property Assets

  • Intellectual Property Assets (a) The term “

  • Possession of Intellectual Property The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

  • Acquisition of Intellectual Property Within 90 days after the end of each calendar year, such Grantor will notify the Note Collateral Agent of any acquisition by such Grantor of (i) any registration of any material United States Copyright, Patent or Trademark or (ii) any exclusive rights under a material United States Copyright License, Patent License or Trademark License constituting Collateral, and shall take such actions as may be reasonably necessary (but only to the extent such actions are within such Grantor’s control) to perfect the security interest granted to the Note Collateral Agent and the other Secured Parties therein, to the extent provided herein in respect of any United States Copyright, Patent or Trademark constituting Collateral on the date hereof, by (x) the execution and delivery of an amendment or supplement to this Agreement (or amendments to any such agreement previously executed or delivered by such Grantor) and/or (y) the making of appropriate filings (I) of financing statements under the Uniform Commercial Code of any applicable jurisdiction and/or (II) in the United States Patent and Trademark Office, or with respect to Copyrights and Copyright Licenses, the United States Copyright Office, or any other applicable United State Governmental Authority.

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service xxxx, trade secret, or any other proprietary rights protection legally available.

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • Intellectual Property Collateral With respect to any Intellectual Property Collateral the loss, impairment or infringement of which might have a Material Adverse Effect:

  • Protection of Intellectual Property Subject to and except as permitted by the Credit Agreement, such Grantor shall use commercially reasonable efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of Grantor may lapse, expire, or become abandoned, or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Matters Each Credit Party and each Subsidiary thereof owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service xxxx, service xxxx rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations.

  • Intellectual Property Covenants (i) Other than to the extent not prohibited herein or in the Credit Agreement or with respect to registrations and applications no longer used or useful, except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in the Intellectual Property of such Grantor that are not Excluded Assets.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

Time is Money Join Law Insider Premium to draft better contracts faster.