Examples of Material Company Intellectual Property in a sentence
To the Knowledge of the Company, all of the Material Company Intellectual Property is (A) valid, subsisting and enforceable and (B) not subject to any outstanding Order (excluding any administrative actions or proceedings before the United States Patent and Trademark Office or any foreign counterpart thereof) adversely affecting the Company’s or its Subsidiaries’ use thereof or rights in and to such Intellectual Property.
To the Knowledge of the Company, the Company or one of its Subsidiaries solely owns, free and clear of all Liens, other than Permitted Encumbrances, all right, title and interest in and to the Material Company Intellectual Property.
Except as provided in the Inbound IP Contracts, or as otherwise disclosed in Section 3.17(h) of the CompanyDisclosure Letter, the Company and/or Company Subsidiaries do not, as of the Closing Date, owe any royalties or other payments to any Person for the use of any Material Company Intellectual Property or the manufacture, use, sale, offer for sale, marketing, promotion and/or distribution of any Company Products.
Each item of Material Company Intellectual Property that is material to the Business as currently conducted either is (i) solely and exclusively owned by one or more of the Company and/or any of its Subsidiaries, or (ii) exclusively and, to the Knowledge of Seller, duly and validly licensed to one or more of the Company and/or such Subsidiaries for use in the manner currently used by the Company and/or such Subsidiaries in the conduct of the Business, as currently conducted.
The Company and its Subsidiaries have not assigned or transferred ownership of, agreed to so assign or transfer ownership of, or granted or agreed to grant any exclusive license of or exclusive right to use, any Material Company Intellectual Property that is material to the Business as currently conducted.
No current or former Affiliate (other than the Company and its Subsidiaries), partner, director, stockholder, officer, or employee of the Company or any of its Subsidiaries will, after the Effective Time, own, license, or retain any proprietary rights in any of the Material Company Intellectual Property.
To the Knowledge of the Company, there is no ongoing infringement, misappropriation, dilution or other violation of any of the Material Company Intellectual Property that is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.
To the Knowledge of the Company, the Merger will not impair the right, title or interest of the Company or any Subsidiary in or to the Material Company Intellectual Property, other than in such a way that is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.
Section 5.1(n)(i) of the Company Disclosure Letter lists, as of the date of this Agreement, all Material Company Intellectual Property, indicating for each the name of the owner.
For purposes of this Agreement, “ Material Company Intellectual Property ” means trademark rights in the Trademarks “Payless ShoeSource”, “Airwalk”, “Stride Rite”, “Keds”, “Sperry” and “Saucony”, in each case as they relate to footwear or retail shoe store services in the United States and Canada, and that are owned by or licensed to the Company or any of its Subsidiaries.