Group IP definition
Examples of Group IP in a sentence
There is no Action pending or, to the Knowledge of the Company, threatened against any member of the Company Group: (i) alleging any such conflict with, or infringement, misappropriation or other violation of any third party’s intellectual property or other proprietary rights; or (ii) challenging the ownership or use by any member of the Company Group, or the validity or enforceability, of any Company Group IP.
There is no Action pending or, to the Knowledge of the Company, threatened against any member of the Buyer Group: (i) alleging any such conflict with, or infringement, misappropriation or other violation of any third party’s intellectual property or other proprietary rights; or (ii) challenging the ownership or use by any member of the Buyer Group, or the validity or enforceability, of any Buyer Group IP.
On the Closing Date and/or the Option Closing Date, the Representative shall have received the favorable opinion of Pabst Patent Group, IP counsel to the Company.
Except as would not reasonably be expected to have a Company ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect, the Company Group IP Contracts are valid, binding and enforceable between the Group Company, as applicable, and the other parties thereto, subject to the Enforceability Limitations, and there is no default under any Company Group IP Contract by the Group Company, as applicable, or, to the Knowledge of the Seller, by any other party thereto.
Neither any member of the TMG Group nor, to the Knowledge of TMG and Buyer, any other party thereto is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any TMG Group IP Agreement.
Immediately after the Closing, Company or its Subsidiaries will own all right, title and interest in and to, or otherwise have a license to, all Company Group IP on identical terms and conditions as the Company Group enjoyed immediately prior to the Closing.
No person, including employees or consultants of the Company or any of its subsidiaries, has any ownership right to any Group IP owned by the Company or the relevant subsidiary of the Company or any right to any payment of any sum with respect to Group IP owned by such entity.
None of the Group IP owned by the Company or any of its subsidiaries is subject to any judgments or limitations or restrictions on use or otherwise issued by any governmental authority, save for claim limitations imposed by the applicable registration authorities as part of the normal prosecution process prior to issuance with respect to registered intellectual property.
Section 2.8 of the Schedule of Exceptions lists all registered Company Group IP and Company Group IP that is in the process of being registered in the PRC or in any other jurisdiction.
There are no Actions pending that involve a claim against a third Person by a member of the Company Group alleging infringement or misappropriation of Company Group IP.