Company Owned Intellectual Property. All intellectual property owned by Company before October 1, 2001 shall remain the sole property of Company, and any intellectual property developed solely by the Company during the term of this agreement shall be the sole property of Company. RFM
Company Owned Intellectual Property ss.3.12(b)(ii) Company Permits.......................................................ss.3.06(a) Company Preferred Stock...............................................ss.3.03(a) Company SEC Reports...................................................ss.3.07(a) Company Stock Option..................................................ss.2.04(a) Company Stock Option Plans............................................ss.2.04(a) Company Stock Options.................................................ss.2.04(a) Company Stockholders' Meeting......................................ss.6.01(a)(i) Company Subsidiaries.....................................................ss.3.01
Company Owned Intellectual Property. The term “Company Owned Intellectual Property” shall have the meaning set forth in Section 3.14(a)(ii).
Company Owned Intellectual Property. The Company or a Subsidiary is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Security Interests. No other person or business entity has any joint ownership interest, royalty interest, or license right to any of the Company Owned Intellectual Property, and, to the knowledge of the Company, no other person or business entity is infringing, violating or misappropriating any of the Company Owned Intellectual Property. Section 2.13(a) of the Disclosure Schedule lists each agreement, contract, assignment or other instrument pursuant to which the Company or any Subsidiary has at any time since the date of its incorporation obtained any ownership interest in or to each item of Company Owned Intellectual Property.
Company Owned Intellectual Property. Schedule 3.17(a) sets forth a complete and accurate list of all United States and foreign Company Registered Intellectual Property. The foregoing, along with all other Intellectual Property owned by the Company or the Subsidiaries, are the “Company Owned Intellectual Property”. Except as set forth on Schedule 3.17(a), the Company and the Subsidiaries are the sole and exclusive owners of all right, title and interest in and to the Company Owned Intellectual Property, free and clear of all Encumbrances. Neither the Company nor any Subsidiary has permitted their rights in the Company Registered Intellectual Property to lapse or, in the case of registered copyrights, enter the public domain. Schedule 3.17(a) identifies each written agreement, contract, assignment or other instrument pursuant to which the Company or any Subsidiary has obtained any joint or sole ownership interest in or to any intellectual property rights in each material item of Company Owned Intellectual Property and copies of such agreements, contracts, assignments and other instruments have been made available to Parent.
Company Owned Intellectual Property. Section 3.13
Company Owned Intellectual Property. (i) Section 2.12(b)(i) of the Disclosure Schedule sets forth a true, correct and complete list of all of the (A) issued Patents and Patent applications; (B) registrations and applications for Copyrights; (C) registrations and applications for Trademarks; (D) domain names (items (A) through (D) collectively, “Registered Company Intellectual Property”); and (E) material unregistered Intellectual Property, in each case ((A) through (E)), that are Company Owned Intellectual Property, and including for each item of Registered Company Intellectual Property (x) the current owner and in the case of domain names, the current recorded registrant, (y) the jurisdiction in which such Registered Company Intellectual Property has been issued or registered or in which any application for such issuance and registration has been filed and (z) the application, registration and issue number (as applicable).
Company Owned Intellectual Property. Schedule 2.8(c) of the Company Disclosure Letter lists: (i) all Company Owned Intellectual Property for which registrations have been obtained or registration applications have been filed, including all patents and patent applications, and registrations and applications for trademarks, copyrights, and domain names and the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed, or in which any other filing or recordation has been made; (ii) all actions that are required to be taken by the Company or any Subsidiary within 120 days of the Agreement Date with respect to such Intellectual Property Rights in order to avoid prejudice to, impairment or abandonment of such Intellectual Property Rights.
Company Owned Intellectual Property. Either the Company or a Subsidiary owns and have good and exclusive title to all Company-Owned Intellectual Property, free and clear of any Encumbrances (other than Permitted Encumbrances). Except as set forth in Schedule 3.10(f) of the Company Disclosure Letter, without limiting the generality of the foregoing, (i) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company-Owned Intellectual Property, (ii) none of the Company-Owned Intellectual Property is subject to any Legal Proceeding, Order, or stipulation materially restricting the use, distribution, transfer, or licensing by the Company or any Subsidiary of any Company-Owned Intellectual Property or Company Products, (iii) there is no pending Legal Proceeding to which the Company or any Subsidiary is a party challenging the ownership, validity scope of right or enforceability of any Company-Owned Intellectual Property and, to the Knowledge of the Company, there is no threat of any such Legal Proceeding, and (iv) there are no royalties, honoraria, fees or other payments payable by the Company or any Subsidiary to any Person (other than salaries payable to employees, consultants and independent contractors not contingent on or related to use of their work product) as a result of the ownership, use, possession, license-in, license-out, sale, marketing, advertising or disposition of any Company-Owned Intellectual Property by the Company or any Subsidiary. Neither the execution and delivery or effectiveness of this Agreement nor the performance of the Company’s obligations under this Agreement nor the Transactions will cause the forfeiture or termination of, or give rise to a right of forfeiture or termination of any Company-Owned Intellectual Property, or impair the right of the Company or any Subsidiary to use, possess, sell or license any Company-Owned Intellectual Property or portion thereof and, after the Closing, all Company-Owned Intellectual Property will be fully transferable, alienable or licensable by the Company or the applicable Subsidiary without restriction, and without payment of any kind to any third party.
Company Owned Intellectual Property. All intellectual property owned by Company before the date of this Agreement shall remain the sole property of Company, and any intellectual property developed solely by the Company during the term of this agreement shall be the sole property of Company.
