Intangibles and Intellectual Property Sample Clauses

Intangibles and Intellectual Property. (a) SCHEDULE 2.17 lists all Proprietary Rights (as such term is defined below) and sets forth any licenses related thereto and whether, where and when each such Proprietary Right has been registered or filed with the United States Patent and Trademark Office or the United States Copyright Office or the corresponding office of any other jurisdictions. The Company owns or has a valid right to use the Proprietary Rights being used and proposed to be used to conduct the Business as now conducted and as proposed to be conducted free and clear of any Claims. Except as specified on SCHEDULE 2.17, the Company has (i) no obligation to compensate any person or entity for the use of any such Proprietary Rights and (ii) not granted or assigned to, or become obligated to grant or
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Intangibles and Intellectual Property. (a) Schedule 2.22 lists all Proprietary Rights (as such term is defined ------------- below) and sets forth any licenses related thereto and whether, where and when each such Proprietary Right has been registered or filed with the United States Patent and Trademark Office or the United States Copyright Office or the corresponding office of any other jurisdictions. The Company owns or has a valid right to use the Proprietary Rights being used and proposed to be used to conduct the Business as now conducted and as proposed to be conducted free and clear of any Claims. Except as specified on Schedule 2.22, the ------------- Company has (i) no obligation to compensate any person or entity for the use of any such Proprietary Rights and (ii) not granted or assigned to, or become obligated to grant or assign to, any person or entity, including any Affiliate of the Sellers, any license or other right to use any of the Proprietary Rights, or otherwise licensed from others the Proprietary Rights of third parties, whether or not requiring the payment of royalties or fees. All of the Proprietary Rights will be owned or available for use by the Buyer on identical terms and conditions immediately following the Closing Date.
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Intangibles and Intellectual Property. All of the right, title and interest Seller may possess in and to the following, whether owned or licensed by Seller: any name used by Seller; the customer lists used by Seller in connection with the business; the goodwill of Seller; all of Seller’s trademarks, trade names, service marks, service names, internet domain names, copyrights, patents, inventions, rights, trade secrets, engineering and other drawings, computer software, technology, software source code and documentation, technical information, engineering data, design and engineering specifications, promotional literature; and all other intellectual property of Seller (collectively, the “Intangible Assets”);
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Intangibles and Intellectual Property. 32 SECTION 3.25 PROPRIETARY INFORMATION OF THIRD PARTIES..........................33 SECTION 3.26 BANK ACCOUNTS.....................................................33 SECTION 3.27 SIGNIFICANT CUSTOMERS AND SUPPLIERS...............................33 SECTION 3.28
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Intangibles and Intellectual Property. Schedule 3.24 sets ------------------------------------- ------------- forth a list of all patents, patent rights, copyrights, trademarks, trade names, service marks, trade secrets, technology or the like, and all applications for any of the foregoing, (collectively "Intellectual Property") owned, controlled or used by the Company in connection with the Business. There are no claims or demand of any person nor any proceedings pending or, to the best of the Company's knowledge, threatened (and there is no basis for any of the foregoing) with respect to the Intellectual Property and the Company is not aware of any person or entity infringing upon such Intellectual Property. The Company has the unencumbered right to use, free and clear of any Claims, its intangible assets. The Company's customer lists have not been sold, leased, licensed or otherwise disclosed either in whole or in part to any person or entity and no person or entity has any right to use or interest in the customer list or any information therein.
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Intangibles and Intellectual Property. All of the right, title and interest Seller may possess in and to the items set forth on Schedule 3.12 whether owned or licensed by Seller (collectively, the “Intangible Assets”);
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Intangibles and Intellectual Property. Schedule 2.19 sets forth a list of all Intellectual Property owned, -------- ---- controlled or used by each of Aqua and Redwood Park. There are no claims or demand of any person nor any proceedings pending or, to the knowledge of NCP and CTC, threatened with respect to the Intellectual Property and NCP and CTC are not aware of any person or entity infringing upon such Intellectual Property. To the knowledge of NCP and CTC, the conduct of Aqua's and Redwood Park's businesses does not infringe upon any Intellectual Property rights of any third party. Each of Aqua and Redwood Park has the unencumbered right to use, free and clear of any claims, its intangible assets. Schedule 2.19 sets forth a -------- ---- complete and accurate list of all license agreements granting any right to use or practice any rights under any Intellectual Property, whether Aqua or Redwood Park is the licensee or licensor thereunder, and any assignments, consents, term, forbearances to sxx, judgments, orders, settlements or similar obligations relating to any Intellectual Property to which Aqua or Redwood Park is a party or otherwise bound (collectively, the "License Agreements"), indicating for each the title, the parties, date executed, whether or not it is exclusive and the Intellectual Property covered thereby. The License Agreements are valid and binding obligations of Aqua or Redwood Park, enforceable in accordance with their terms, and there exists no event or condition which will result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default by Aqua or Redwood Park under any such License Agreement, except for defaults, which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The Intellectual Property owned by or licensed to Aqua and Redwood Park constitutes all of the Intellectual Property used in or necessary for the conduct of Aqua's and Redwood Park's business. Aqua and Redwood Park have taken all reasonable steps to protect the Intellectual Property which it owns. The consummation of the transactions contemplated hereby will not result in the loss or impairment of Aqua's or Redwood Park's right to own or use any of the Intellectual Property, nor will they require the consent of any Governmental Authority or third party in respect of any such Intellectual Property. For purposes hereof, "Intellectual Property" means (i) trademarks, service marks, trade dress, logos, trade n...
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Intangibles and Intellectual Property. Seller has the complete and unrestricted right to use and own and has the exclusive right to convey or assign all of its owned Intangibles and Intellectual Property. To the knowledge of Seller, there has been no infringement, misappropriation or misuse of any of Seller’s Intangibles and Intellectual Property or any other proprietary information related to the VAR Business. Seller has not infringed on, misappropriated or misused any third party’s intellectual property or trade secrets.
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Intangibles and Intellectual Property. All of Seller's right, title and interest in, to and under all trade names, including Seller's rights in and to the trade names or any variations thereof, (Seller to change its name at or prior to Closing to a name approved by Buyer); computer software; any World Wide Web site under construction, owned or maintained by Seller on the Internet, if any, including any associated Uniform Resource Locator (“URL”) domain names (and all registrations and applications related thereto) and related computer software programming; all patents, copyrights, trademarks, service marks and other intellectual property, if any (and all registrations and applications related thereto, all causes of action for infringements thereof, and all goodwill associated therewith); trade secrets (including customer and supplier lists and histories, production techniques, and bid formulas); all telephone numbers, including without limitation the telephone numbers ( ) , any toll free number(s), and the facsimile number ( ) ; U.S. Post Office Box in , , and all other goodwill; and
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Related to Intangibles and Intellectual Property

  • Technology and Intellectual Property (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.”

  • Background Intellectual Property ‌ Notwithstanding and superseding anything to the contrary in this ARTICLE 14, each Party retains title to all Intellectual Property Rights owned or possessed by it or any of its affiliates prior to or independent of performance of this Agreement and used by it in fulfilling its obligations under this Agreement, as well as any modifications or improvements made thereto in the course of performing this Agreement (“Background IP”). To the extent that one Party acquires any right, title, or interest in and to any aspect of the modifications or improvements to the Background IP of the other Party, such first Party shall assign such right, title, and interest to the second Party, immediately following such acquisition. If any of the Supplier’s Background IP is included in or required to use the Documentation provided by the Supplier to the City, the Supplier hereby grants to the City an irrevocable, perpetual, fully paid-up, royalty-free, worldwide, transferable and non-exclusive licence (including the right to sub-licence only to members of the City’s Group) to, itself and through contractors and agents, use, copy, amend, reproduce, modify, create derivative works of, use, commercialize, and otherwise exploit the Supplier’s Background IP but only to the extent required to use such Documentation for the purpose (or any reasonably inferred purpose) for which it has been provided or for the provision of the Supply under this Agreement (excluding any software source code).

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Company Intellectual Property The Executive agrees to promptly disclose to the Company any and all work product, inventions, artistic works, works of authorship, designs, methods, processes, technology, patterns, techniques, data, Confidential Information, patents, trade secrets, trademarks, domain names, copyrights, and the like, and all other intellectual property relating to the business of the Company and any of its affiliates which are created, authored, composed, invented, discovered, performed, perfected, or learned by the Executive (either solely or jointly with others) during the Employment Term (collectively, together with such intellectual property as may be owned or acquired by the Company, the “Company Intellectual Property”). The Company Intellectual Property shall be the sole and absolute property of the Company and its affiliates. All work performed by the Executive in authoring, composing, inventing, creating, developing or modifying Company Intellectual Property and/or other work product to which copyright protection may attach during the course of the Executive’s employment with the Company shall be considered “works made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company. To the extent such works, work product or Company Intellectual Property are not considered “works made for hire,” all right, title, and interest to such works, work product and Company Intellectual Property, including, but not limited to, all copyrights, patents, trademarks, rights of publicity, and trade secrets, is hereby assigned to the Company and the Executive agrees, at the Company’s expense, to execute any documents requested by the Company or any of its affiliates at any time in relation to such assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property used by the Company or held for use in the business of the Company, including all Company Intellectual Property. The Executive further acknowledges and agrees that any and all derivative works, developments, or improvements based on intellectual property, materials and assets subject to this Section 6 created during the Employment Term (including, without limitation, Company Intellectual Property) shall be exclusively owned by the Company. The Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Employment Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company and its affiliates in such intellectual property, materials and assets, including, without limitation, the Company Intellectual Property.

  • Owned Intellectual Property Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to xxx a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.

  • Intellectual Property Assets (a) The term “

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property Matters A. Definitions

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