Trademarks, Patents and Copyrights Sample Clauses

Trademarks, Patents and Copyrights. (a) Section 4.14(a) of the Parent Disclosure Letter sets forth a complete and accurate list (in all material respects) of all material United States and foreign: (i) patents and patent applications; (ii) trademark registrations and applications; (iii) copyright registrations and applications; and (iv) internet domain name registrations, in each case owned by Parent and its Subsidiaries as of the date hereof. Such registrations for Intellectual Property Rights owned by Parent or its Subsidiaries are in effect and subsisting and, to the Knowledge of Parent, valid. (b) Except as would not reasonably be expected to have a Parent Material Adverse Effect, to the Knowledge of Parent, Parent and its Subsidiaries own or have all Intellectual Property Rights that are material to the respective businesses of Parent and its Subsidiaries as currently conducted. (c) To the Knowledge of Parent as of the date hereof, the conduct of the respective businesses of Parent and its Subsidiaries as currently conducted does not infringe upon, misappropriate or otherwise violate any Intellectual Property Rights of any other Person, except as would not reasonably be expected to have a Parent Material Adverse Effect and in the last three (3) years, neither Parent nor any of its Subsidiaries have received any written notice (including any cease and desist letter or invitation to license) alleging that Parent or any Subsidiary is infringing, misappropriating or violating any Intellectual Property Rights. As of the date of this Agreement, there is no such claim pending or, to the Knowledge of Parent, threatened, except as would not have a Parent Material Adverse Effect. To the Knowledge of Parent, no other Person is infringing, misappropriating or otherwise violating any Intellectual Property Rights that are material to the respective businesses of Parent and its Subsidiaries as currently conducted, except as would not have a Parent Material Adverse Effect, and in the last three (3) years, neither Parent nor any of its Subsidiaries have sent any written notice to any Person alleging that such Person is infringing, misappropriating or violating any Parent IPR. To the Knowledge of Parent, no Parent IPR are or have been the subject of any Proceeding, Law or any Order that bars or limits the use of such rights (excluding rejections, orders or rulings issued in the context of the application for registration of Parent IPR). Parent and its Subsidiaries are not and have not been party to any P...

Trademarks, Patents and Copyrights. (i) Except as disclosed on SCHEDULE 4.2(K), Seller owns or has the right to use, sell or license all Proprietary Rights and such Proprietary Rights are sufficient for the conduct of the Business of Seller as it is currently being conducted as of the date hereof. SCHEDULE 1.1(A)(II) hereto lists each patent, patent right, patent application, tradename, trademark, trade name registration, trademark registration, trademark application, copyright registration, copyright registration application, service mark, brand mark and brand name, trade secret, formula, source and o▇▇▇▇t code o▇▇▇▇ or licensed by Seller, and any license for any of the foregoing in each case. (ii) Except as disclosed on SCHEDULE 4.2(K), the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a breach of any instrument or agreement governing any Proprietary Rights, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Proprietary Rights or impair the right of the Business to use, sell or license any Proprietary Rights or any portion thereof. (iii) Except as disclosed on SCHEDULE 4.2(K), neither the manufacture, marketing, license, sale or intended use of any product or service currently sold violates any license or agreement between Seller and any third party relating to such product or service or to the knowledge of Seller or CHC infringes any intellectual property right of any other party, and there is no pending or, to either Seller's or CHC's knowledge, threatened claim or litigation contesting the validity and Seller's ownership or right to use, sell, license or dispose of any Proprietary Right nor has Seller received any notice asserting that any Proprietary Right or the proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other party, and Seller has neither licensed the use of the Proprietary Rights to any third party nor permitted the use by any third party of the same in a manner which would infringe the Proprietary Rights of Seller. (iv) Except as disclosed on SCHEDULE 4.2(K), no current or prior members, officers, employees or consultants of Seller have asserted in writing, nor to the knowledge of Seller or CHC threatened, any claim to an ownership interest in any of the Proprietary Rights as a result of having been involved in the development of such property while employed by or consulting to the Bu...

Trademarks, Patents and Copyrights. Except as would not have a Viacom Material Adverse Effect, Viacom and its subsidiaries own, or possess adequate licenses or other valid rights to use, all material patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, service marks, service ▇▇▇▇ rights, trade secrets, applications to register, and registrations for, the foregoing trademarks, service marks, know-how and other proprietary rights and information used in connection with the business of Viacom and its subsidiaries as currently conducted, and no assertion or claim has been made in writing challenging the validity of any of the foregoing which would have a Viacom Material Adverse Effect. To the knowledge of Viacom, the conduct of the business of Viacom and its subsidiaries as currently conducted does not conflict in any way with any patent, patent right, license, trademark, trademark right, trade name, trade name right, service ▇▇▇▇ or copyright of any third party, except for such conflicts which would not have a Viacom Material Adverse Effect.

Trademarks, Patents and Copyrights. Except to the extent the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy), individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Company and each of the Company Subsidiaries own or possess adequate licenses or other legal rights to use all patents, patent rights, trademarks, trademark rights, trade names, trade dress, trade name rights, copyrights, servicemarks, trade secrets, applications for trademarks and for servicemarks, mask works, know-how and other proprietary rights and information used or held for use in connection with the business of the Company and the Company Subsidiaries as currently conducted or as contemplated to be conducted, and the Company is unaware of any assertion or claim challenging the validity of any of the foregoing. Neither the Company nor any of the Company Subsidiaries has infringed or is infringing in any way any patent, patent right, license, trademark, trademark right, trade dress, trade name, trade name right, service ▇▇▇▇, mask work or copyright of any third party that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. To the Company's knowledge, there are no infringements of any proprietary rights owned by or licensed by or to the Company or any Company Subsidiary that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect.

Trademarks, Patents and Copyrights. Annexed hereto as Schedule A is a complete list of all patents, trademarks, copyrights, applications therefor, and other similar General Intangibles which each Grantor owns or has the right to use as of the date of this Agreement. There are no assertions or claims challenging the validity of any of the foregoing. The business of each Grantor as now conducted does not conflict with any patents, patent rights, licenses, trademarks, trademark rights, trade names, trade name rights or copyrights of others. There is no infringement of any General Intangible of any Grantor.

Trademarks, Patents and Copyrights. Except as set forth in Section 3.14 of the Disclosure Schedule, the Company and the Subsidiaries own or possess adequate licenses or other valid rights to use all material patents, patent rights, trademarks, trademark rights, trade names, trade dress, trade name rights, copyrights, servicemarks, trade secrets, applications for trademarks and for servicemarks, mask works, know-how and other proprietary rights and information (collectively, "Proprietary Rights") used or held for use in connection with the business of the Company and the Subsidiaries as conducted since June 30, 1997, as currently conducted or as contemplated to be conducted, and the Company is unaware of any assertion or claim challenging the validity of any of such Proprietary Rights. Except as set forth in Section 3.14 of the Disclosure Schedule, the conduct of the business of the Company and the Subsidiaries did not, does not and will not conflict in any way with any Proprietary Rights of any third party that, individually or in the aggregate, would have a Material Adverse Effect with respect to the Company. Except as set forth in Section 3.14 of the Disclosure Schedule, there are no infringements of any Proprietary Rights owned by or licensed by or to the Company or any Subsidiary. Except as set forth in Section 3.14 of the Disclosure Schedule, neither the Company nor any Subsidiary has licensed or otherwise permitted the use by any third party of any Proprietary Rights.

Trademarks, Patents and Copyrights. Except as set forth in Section 3.15(a) of the Disclosure Schedule, the Company and the Subsidiaries own all right, title and interest (free and clear of any liens or encumbrances) to, or possess valid licenses (including the right to use, license, sublicense, sell, manufacture, have made, transfer or distribute) as necessary under, the material Patent Rights, Trademarks, Copyrights, Trade Secrets, Software and other proprietary rights and information used or held for use in connection with the business of the Company and the Subsidiaries as currently conducted, and there are no assertions or claims, or threatened assertions or claims, challenging the validity of, or the Company's or the Subsidiaries' right to use, any of the foregoing which, individually or in the aggregate, would have a Material Adverse Effect. Section 3.15(b) of the Disclosure Schedule lists all the material Intellectual Property owned or used by the Company or any Subsidiary and specifies the number and date of each applicable registration, or application to register, and identifies any licensees, assignees or users, other than the Company, of any of such Intellectual Property. Section 3.15(c) of the Disclosure Schedule lists each agreement pursuant to which any material Patent Rights, Trademarks, Copyrights, Trade Secrets or Software is licensed to the Company or any Subsidiary as licensee for use in the business of the Company and the Subsidiaries as currently conducted. To the knowledge of the Company, the conduct of the business of the Company and the Subsidiaries as currently conducted does not conflict with, infringe upon, or violate, in any way any Patent Rights, license, Trademarks, Trade Secrets, Copyright, Software or any other intellectual property right of any third party except for conflicts that, individually or in the aggregate, would not have a Material Adverse Effect.

Trademarks, Patents and Copyrights. The Company and its ---------------------------------- subsidiaries own or possess adequate licenses or other valid rights to use all material patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, service marks, trade secrets, applications for trademarks and for service marks, know-how and other proprietary rights and information used or held for use in connection with the business of the Company and its subsidiaries as currently conducted or as contemplated to be conducted, and except as set forth on Schedule 4.11 hereto, the Company is unaware of any assertion or claim challenging the validity of any of the foregoing which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth on Schedule 4.11 hereto, the conduct of the business of the Company and its subsidiaries as currently conducted does not conflict in any way with any patent, patent right, license, trademark, trademark right, trade name, trade name right, service ▇▇▇▇ or copyright of any third party that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the best knowledge of the Company's management after due inquiry, there are no infringements of any proprietary rights owned by or licensed by or to the Company or any of its subsidiaries which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Trademarks, Patents and Copyrights. Except as previously disclosed to the Company and Barn▇▇▇▇▇ ▇▇ writing, to the knowledge of Parent, Parent and its Subsidiaries own or possess adequate licenses or other valid rights to use all patents, patent rights, trademarks, trademark rights and proprietary information used or held for use in connection with their respective businesses as currently being conducted, except where the failure to own or possess such licenses and other rights would not have, individually or in the aggregate, a Parent Material Adverse Effect, and to the knowledge of Parent, there are no assertions or claims challenging the validity of any of the foregoing which are likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, the conduct of Parent's and its Subsidiaries' respective businesses as currently conducted does not conflict with any patents, patent rights, licenses, trademarks, trademark rights, trade names, trade name rights or copyrights of others in any way likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of the Parent, there is no material infringement of any proprietary right owned by or licensed by or to Parent or any of its Subsidiaries which is likely to have, individually or in the aggregate, a Parent Material Adverse Effect.