Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f) of the Disclosure Schedule).
Ownership Free and Clear. The Company exclusively owns all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company, as identified in Part 2.9(b) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than Permitted Encumbrances and licenses and rights granted pursuant to the Contracts identified in Part 2.9(c) of the Company Disclosure Schedule). Without limiting the generality of the foregoing:
Ownership Free and Clear. The Acquired Corporations exclusively own all right, title, and interest to and in the Company IP (other than any Intellectual Property Rights exclusively licensed to the Acquired Corporations, as identified in Part 2.9(c) of the Disclosure Schedule) free and clear of any Encumbrances (other than non-exclusive outbound licenses to Company IP granted in the ordinary course of business pursuant to Standard Form IP Agreements). Without limiting the generality of the foregoing:
Ownership Free and Clear. The Company and its Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens, other than Permitted Liens. The Company and its Subsidiaries have the exclusive right to bring infringement actions with respect to the Company IP. The Subsidiaries of the Company do not own any material Company IP. Without limiting the generality of the foregoing:
Ownership Free and Clear. The Company exclusively owns all right, title, and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company, as identified in Part 2.9(c) of the Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.9(d) of the Disclosure Schedule). Without limiting the generality of the foregoing:
Ownership Free and Clear. The Company (or one of its Subsidiaries) exclusively owns all right, title and interest to and in the Company IP (other than Intellectual Property Rights licensed to the Company or any of its Subsidiaries) free and clear of any Encumbrances (other than licenses granted pursuant to the Contracts listed in Part 2.10(c) of the Disclosure Schedule and other than the Company Material Contracts described in Section 2.11(a) hereof). Without limiting the generality of the foregoing:
Ownership Free and Clear. Except as set forth on Part 2.9(g) of the Company Disclosure Schedule, the Acquired Corporations exclusively own all right, title, and interest to and in the Company IP (other than Intellectual Property Rights licensed to the Acquired Corporations, as identified in Part 2.9(c) of the Company Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.9(d) of the Company Disclosure Schedule). Without limiting the generality of the foregoing, except as set forth on Part 2.9(g) of the Company Disclosure Schedule:
Ownership Free and Clear. The Company and each of its Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens. Without limiting the generality of the foregoing: (i) each Person who is or was an employee or independent contractor of the Company or any Subsidiary and who is or was involved in the creation or development of any Company IP has signed an agreement containing an assignment of Intellectual Property Rights to the Company or a Subsidiary (the form of which is attached to Section 2.13(c)-A of the Disclosure Schedule (the “Employee Proprietary Information Agreement”)) or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors (a copy of which is attached to Section 2.13(c)-B of the Disclosure Schedule (the “Consultant Proprietary Information Agreement”)), as the case may be; (ii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iii) (A) no Key Employee or employee or independent contractor of the Company or any Subsidiary set forth on Schedule 2.13(c) is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality and (B) no other employee or independent contractor of the Company or any Subsidiary is in material breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality which would reasonably be expected to have an adverse effect on the Company; (iv) no funding, facilities or personnel of any Governmental Entity were used to develop or create any Company IP; (v) each of the Company and its Subsidiaries has taken all commercially reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity; (vi) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership of, any Intellectual Property Right that is (or was at the time of assignment or transfer) material to the business of the Company or any Subsidiary to any other Person; (vii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body or similar organization that would require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP that is material...
Ownership Free and Clear. Seller exclusively owns all right, title and interest to and in all Registered Intellectual Property. Seller owns all right, title and interest to and in all Intellectual Property (except that in the public domain and not owned by a third party) used in or necessary to conduct the Business as currently conducted or currently contemplated to be conducted (the "Business Intellectual Property") free and clear of any Liens. Without limiting the generality of the foregoing:
Ownership Free and Clear. The Company exclusively owns all right, title, and interest to and in the Company IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.12(d) of the Company Disclosure Schedule).
