Trademarks, Patents, Etc Sample Clauses

Trademarks, Patents, Etc. (a) The REPRESENTATIVE acknowledges that this Agreement conveys no right to any trademarks, copyrights, patents, proprietary information or other intellectual property rights of the COMPANY, all of which are the sole property of the COMPANY. (b) The REPRESENTATIVE shall advertise the Products solely under the trademarks of the COMPANY PROVIDED THAT the advertisements of the Products may include, in a position that is remote from the trademarks, the name and/or address of the REPRESENTATIVE. All goodwill and any rights that may arise as a result of REPRESENTATIVE's use of the COMPANY's trademarks, trade names or logos shall inure solely to the benefit of the COMPANY. (c) The REPRESENTATIVE shall not at any time in any manner whether by advertising or in any other manner do any act or thing which would or might adversely affect the validity of any patents, copyrights or trademarks belonging to the COMPANY, except by the COMPANY's direction. (d) The REPRESENTATIVE shall upon becoming aware of any infringement or imitation of any such patents, copyrights or trademarks in the Territory, immediately notify the COMPANY thereof by facsimile confirmed by letter. (e) Neither the COMPANY nor the REPRESENTATIVE, its officers, agents, servants, and employees shall not during the term of this Agreement or any time thereafter, disclose in any manner to any person, firm or corporation whether in competition with either party or not, any knowledge or information pertaining to the conduct or details of either party's business or its processes, formulas, machinery, devices, products, and components used by either party in carrying on its own business, or lists of either party's customers. This obligation of confidentiality shall not extend to: (i) Information which is or becomes part of the public domain through no fault of either party; (ii) Information which can be shown to have been legally disclosed to either party by a third party which has not breached any obligation as to non-disclosure; (iii) Information which can be shown by either party to have been acquired without restriction prior to disclosure of the same information to it by the other party; (iv) Information which can be shown by either party to have been developed by it independently of any disclosure of confidential information to it pursuant to this Agreement; or (v) Information about market conditions or customers which either party develops as a result of its duties hereunder.

Trademarks, Patents, Etc. (a) SCHEDULE 4.8(a) contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service mark ▇▇▇istrations and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, registered by the Company (collectively herein, "REGISTERED RIGHTS"). (b) Except as described in SCHEDULE 4.8(b), the Company owns or has the right to use the Registered Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data and or other information (collectively herein, "PROPRIETARY INFORMATION") used by the Company in the design, development, manufacture, operation, sale and use of all products and services sold or rendered or currently proposed to be sold or rendered by the Company. (c) SCHEDULE 4.8(c) contains a true and complete list and description of all licenses of or rights to Proprietary Information granted in writing to the Company by others or to others by the Company. Except as described in SCHEDULE 4.8(c), (i) the Company has not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information. (d) There is no claim or demand of any Person pertaining to, or any Action that is pending or, to the Shareholders' knowledge, threatened in writing, which challenges the rights of the Company in respect of any Registered Right or any Proprietary Information.

Trademarks, Patents, Etc. Schedule 2.l(f) is an accurate and complete list of all patents, trademarks, tradenames, trademark registrations, service names, service marks, copyrights, licenses, formulas and applications therefor owned by Borrower or used or required by Borrower in the operation of its business, title to each of which is, except as set forth in Schedule 2. l(f) hereto, held by Borrower free and clear of all adverse claims, liens, security agreements, restrictions or other encumbrances. Except as set forth in Schedule 2.1(f), Borrower owns or possesses adequate (and will use its best efforts to obtain as expediently as possible any additional) licenses or other rights to use all patents, trademarks, trade names, service marks, trade secrets or other intangible property rights and know-how necessary to entitle Borrower to conduct its business as presently being conducted. There is no infringement action, lawsuit, claim or complaint which asserts that Borrower’s operations violate or infringe the rights or the trade names, trademarks, trademark registrations, service names, service marks or copyrights of others with respect to any apparatus or method of Borrower or any adversely held trademarks, trade names, trademark registrations, service names, service marks or copyrights, and Borrower is not in any way making use of any confidential information or trade secrets of any person, except with the consent of such person. Except as set forth in Schedule 2.1(f), Borrower has taken reasonable steps to protect its proprietary information (except disclosure of source codes pursuant to licensing agreements) and is the lawful owner of the proprietary information free and clear of any claim of any third party. As used herein, “proprietary information” includes without limitation, (i) any computer programming language, software, hardware, firmware or related documentation, inventions, technical and nontechnical data related thereto, and (ii) other documentation, inventions and data related to patterns, plans, methods, techniques, drawings, finances, customer lists, suppliers, products, special pricing and cost information, designs, processes, procedures, formulas, research data owned or used by Borrower or marketing studies conducted by Borrower, all of which Borrower considers to be commercially important and competitively sensitive and which generally has not been disclosed to third parties.

Trademarks, Patents, Etc. Each of the Borrower and its Subsidiaries possesses all the Trademarks, copyrights, patents, licenses, or rights in any thereof, adequate in all material respects for the conduct of its business as now conducted and presently proposed to be conducted, without conflict with the rights or, to the best knowledge of the Borrower, any presently claimed rights of others.

Trademarks, Patents, Etc. (a) SCHEDULE 1.1(i) hereto sets forth a complete and accurate list of (i) all existing patents, trademarks, trade names and copyrights owned by and registered in the name of any of the Seller, VWS or VSI and used or proposed to be used by the Seller in connection with the VECTRA Waste Business, all existing applications therefor, and all existing licenses and other agreements relating thereto, and (ii) except for commercially available "shrink wrap" software licenses, all licenses and other agreements regarding the Intangibles pursuant to which any of the Seller, VWS or VSI has licensed or authorized for use by others any of the Intangibles or pursuant to which any of the Intangibles has been licensed or authorized for use to any of the Seller, VWS or VSI with respect to the VECTRA Waste Business. Each of the agreements described on SCHEDULE 1.1(i) is binding on the Seller, and to the Seller's knowledge, each other party to (i) have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations of the United States and each such other jurisdiction. The Seller is not aware of any reason that would prevent any pending applications to register trademarks, service marks or copyrights or any pending patent applications regarding Intangibles transferred hereunder from being granted. (b) Except as set forth on SCHEDULE 5.17(a), the Intangibles constitute all Intellectual Property required for the ordinary course operation of the VECTRA Waste Business as currently conducted and, in the case of the Vitrification Equipment or the Seller's three reverse osmosis systems (the "RO SYSTEMS"), as proposed to be conducted. Except to the extent set forth in SCHEDULE 5.17(b) hereto, the Seller owns or has all required rights to use all of those Intangibles used or necessary for the ordinary course operation of the VECTRA Waste Business as presently conducted and, in the case of the Vitrification Equipment and RO Systems, as proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. Except as set forth in SCHEDULE 5.17(b), (i) no royalties are paid or payable by the Seller on or with respect to any of the Intangibles, and upon the consummation of the transactions contemplated hereby, no additional royalties shall be payable with respect to such Intangibles, and (ii) each of the inventions and trade secrets listed in SCHEDULE 5.17(b) hereto have, throug...

Trademarks, Patents, Etc. Schedule 4.18 hereto sets forth a complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of the Company or any of the Subsidiaries or used or proposed to be used by the Company or any of the Subsidiaries, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (b) all written agreements relating to other technology, know-how and processes which the Company or any of the Subsidiaries is licensed or authorized by others to use or which the Company or any of the Subsidiaries has licensed or authorized for use by others. Except as set forth on Schedule 4.18, the Company and the Subsidiaries own or have the sole and exclusive right to use all patents, trademarks, trade names and copyrights, and has the right without restrictions to use all technology, know-how and processes, used or necessary for the ordinary course of business of their respective businesses as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been asserted, and no claims are pending, by any person regarding the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes, or challenging or questioning the validity or effectiveness of any license or agreement, and there is no basis for such claim. To the knowledge of the Sellers, the use by the Company or any of the Subsidiaries of such patents, trademarks, trade names, copyrights, technology, know-how or processes in the ordinary course of business does not infringe on the rights of any person.

Trademarks, Patents, Etc. Each Loan Party possesses or has the right to use all licenses, permits, franchises, patents, copyrights, trademarks, trade names, servicemarks, or rights thereto, material to the conduct of its business substantially as now conducted and as presently proposed to be conducted and none of the Loan Parties are in material violation of any valid rights of others with respect to any of the foregoing.

Trademarks, Patents, Etc. The corporate names of the Company, and the trade names, trademarks, and service marks listed on Schedule 3.15 are ------------- the only names and marks which are used by the Company in the operation of its business. Except as set forth on Schedule 3.15, no claim has been asserted ------------- against the Company involving any conflict or claim of conflict of its trade names, trademarks or service marks or with the trade names, trademarks, service marks or corporate names of others, and, to the best of the knowledge of the Company and except as set forth on Schedule 3.15, there is no basis for any such ------------- claim of conflict. Except as set forth on Schedule 3.15 and to the best of the ------------- knowledge of the Company, the Company is the sole and exclusive owner of its trade names, trademarks and service marks and has the sole and exclusive right to use such trade names, trademarks and service marks. The Company is the registered owner of the United States and foreign patents listed on Schedule -------- 3.15 and has applications pending with the U.S. Patent Office and/or foreign ---- patent offices for the patents listed on Schedule 3.15 as being patents pending. ------------- The Company has no knowledge of any adverse claim of any kind with respect to any of such patents or patent applications, nor does it have any knowledge, or reason to know, that a patent will not issue on any such patent application. Except as set forth on Schedule 3.15 and to the best of the knowledge of the ------------- Company, no process used by the Company or any product manufactured or sold by the Company infringes upon any patent, patent application, trademark, trade name or service ▇▇▇▇ of any other party. There has been no claim of infringement of and, to the best of the knowledge of the Company and except as set forth on Schedule 3.15, the Company is not infringing on any third party's patent, ------------- license, trademark, trade name, service ▇▇▇▇, copyright or other proprietary right.

Trademarks, Patents, Etc. (a) Schedule 4.18 hereto sets forth a complete and accurate list of (i) all patents, trademarks, trade names and material copyrights owned by and registered in the name of Technisource Hardware or used or proposed to be used by the Seller in connection with the Hardware Business, all applications therefor, and all licenses and other agreements relating thereto, and (ii) all agreements relating to Intellectual Property (as defined in Article 11) which Technisource Hardware has licensed or authorized for use by others or which has been licensed or authorized for use to Technisource Hardware. Each of the agreements described on Schedule 4.18 is binding on the Seller, and to the best of the Seller’s knowledge, each other party to the agreement and, at least as to Seller’s rights to use any intellectual property licensed by such agreement, any successors and assigns, including any successors to the business of such entity through merger, sale of all or substantially all of the stock, assets or other interest in or of such party. True and complete copies of all such agreements, and any amendments thereto, have been provided to the Buyer. (b) Except to the extent set forth in Schedule 4.18 hereto, Technisource Hardware owns or has the right to use all Intellectual Property used or necessary for the ordinary course of the Hardware Business as presently conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. Schedule 4.18 also lists all inventions (whether patentable or nonpatentable) and trade secrets used by the Seller in connection with or necessary to the Hardware Business. Except as set forth in Schedule 4.18 (i) no royalties are paid or payable by the Seller on or with respect to any of the patents or patent applications, inventions or trade secrets listed in Schedule 4.18 and upon the consummation of the transactions contemplated hereby, no additional royalties shall be payable with respect to such Intellectual Property, and (ii) each of the inventions and trade secrets listed in Schedule 4.18 hereto have, through assignment, agreement, operation of law or otherwise, become the sole property of the Seller. (c) Except as set forth in Schedule 4.18 hereto, neither the Seller, nor to the Seller’s knowledge, the other party or parties thereto, is in material breach of any license, sublicense or other agreement relating to Intellectual Property. The Seller has materially complied with all of its obligations...