Intellectual Property and Products Sample Clauses

Intellectual Property and Products. (a) Intellectual Property of the Business.
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Intellectual Property and Products. (a) Schedule 5.18(a) (as updated from time to time in accordance with Section 6.1.2 hereof) accurately and completely lists all of Borrower’s Registered Intellectual Property. Borrower owns and possesses or has a license or other right to use all Intellectual Property as is necessary for the conduct of the business of Borrower and the other Loan Parties, without any infringement upon the intellectual property rights of others.
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Intellectual Property and Products. (a) Schedule 6.18(a) (as updated from time to time in accordance with Section 7.1.2 hereof) accurately and completely lists all of Australian Borrower’s and each Subsidiary’s Registered Intellectual Property. Each of Australian Borrower and each Subsidiary owns and possesses or has a license or other right to use all Intellectual Property as is necessary for the conduct of the business of each Borrower and the other Loan Parties, without any infringement upon the intellectual property rights of others.
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Intellectual Property and Products. The Company represents and ---------------------------------- warrants to the Purchasers that, at such time as Dynasoft Publishing Corporation ("Dynasoft") transferred pursuant to the Stock Purchase Agreement (the -------- "Agreement"), dated October 1996, those assets described on Exhibit A to the ---------- Agreement (the "Assets"), Dynasoft owned all right, title and interest in, or ------ had the right to use, all worldwide industrial and intellectual property rights, including, without limitation, patent applications, patents, patent rights, trademark applications, trademarks, service marks, trade names, service xxxx applications, trade dress, moral rights, copyright applications, copyrights, licenses, inventions, trade secrets, know-how, customer lists, proprietary processes and formulae, software source and object code, algorithms, architecture, structure, display screens, layouts, development tools, all documentation and media constituting, describing or relating to the above, without limitation, manuals, memoranda and records and other intellectual property and proprietary rights used in or reasonably necessary to the conduct of its business as presently conducted and the business of the development, production, marketing, licensing and sale of commercial products using such intellectual property and proprietary rights ("Dynasoft Intellectual Property"). ------------------------------ The Company represents and warrants to the Purchasers that all Dynasoft Intellectual Property developed by Xxxx Xxxxxx and Dynasoft's employees was developed by such persons in the course of Dynasoft's business and not by them in their individual capacity and such individuals do not have any interest in or rights to any Dynasoft Intellectual Property. The Company represents and warrants to the Purchasers that all Dynasoft Intellectual Property developed by Xxxxxx prior to the incorporation of Dynasoft was properly assigned by Xxxxxx at the time of, or following, the incorporation and neither Xxxxxx nor any other party has any interest in or rights to any Dynasoft Intellectual Property. The Company represents and warrants to the Purchasers that during the period in which Xxxxxx was developing the Dynasoft Intellectual Property, he was either not employed by any third party or involved in any consulting relationship with any third party or, if such an employment or consulting relationship did exist, the nature of Hirsch's employment was not related in any way to the Dy...
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Intellectual Property and Products. All products, services, technology, and software of Seller, and all intellectual property with respect thereto, other than the RESX product. For the avoidance of doubt, but not in limitation of this Section 1.2.5, Purchaser agrees that it will obtain no ownership interest in any technology owned and marketed by Seller as * or * (“Excluded Products”) even though such technologies are marketed and licensed using the RESX product name. Seller hereby grants to Purchaser a license to use the Excluded Products pursuant to the license terms set forth on Exhibit D attached hereto and by this reference incorporated herein. In addition, Purchaser acknowledges and agrees that the Purchased Assets do not include any right, title or interest in those items identified as Excluded Assets on Schedule 1.2.5.
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Intellectual Property and Products. (a) As used in this Agreement, "
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Intellectual Property and Products. Milkyway owns all right, title and interest in, or has the right to use, all worldwide industrial and intellectual property rights, including, without limitation, patent applications, patents, patent rights, trademark applications, trademarks, service marks, trade names, service mark xxxlications, trade dress, moral rights, copyright applications, copyrights, licenses, inventions, trade secrets, know-how, customer lists, proprietary processes and formulae, software source and object code, algorithms, architecture, structure, display screens, layouts,
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Related to Intellectual Property and Products

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • 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 Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • 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 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.

  • Intellectual Property License Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6 and at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by the Grantors.

  • Intellectual Property; Software (a) Schedule 4.12 contains a list and description (showing in each case any product, device, process, service, business or publication covered thereby, the registered or other owner, expiration date and number, if any) of all Copyrights, Patent Rights and Trademarks owned by, licensed to or used by the Company.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment.

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