Ownership; Goodwill Sample Clauses

Ownership; Goodwill. Publisher acknowledges Microsoft’s ownership of, and all goodwill associated with, the Microsoft Trademarks. Use of the Microsoft Trademarks will not create any right, title, or interest in this Agreement in Publisher’s favor. Publisher’s use of the Microsoft Trademarks will inure solely to the benefit of Microsoft.
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Ownership; Goodwill. CITY acknowledges that CGI is the owner of the Event Logo and CITY shall not register, or apply to register, the Event Logo, any service mark, trademark, or domain name that is similar in any manner to, or that incorporates, the Event Logo, any of CGI’s other trademarks or other intellectual property. All goodwill and rights accruing or arising under the Event Logo, or in any copyrights or other intellectual property of CGI used in connection with this Agreement or any Event, inures solely to the benefit of CGI.
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Ownership; Goodwill. Licensor hereby acknowledges that it is the sole and exclusive owner of all of the right, title and interest in and to the Intangible Assets and any modifications, enhancements and derivative works of the Intangible Assets (whether created by Licensor or Licensee), and Licensee agrees that it will not at any time do or cause to be done any act or thing in any way impairing or tending to impair any part of such right, title and interest. Licensor further represents and warrants to Licensee that the Intangible Assets do not directly or indirectly violate or infringe upon any copyright, trademark, service xxxx, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement ("INFRINGEMENT"). Licensee shall not in any manner represent that it has any ownership in the Intangible Assets or any registrations associated therewith, and Licensee acknowledges that use of the Intangible Assets shall not create in Licensee's favor any right, title or interest in the Intangible Assets, other than in the License. Licensee further acknowledges that all goodwill arising from use of the Intangible Assets by Licensee shall inure to the benefit of Licensor.
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Ownership; Goodwill. Executive acknowledges and agrees that the Company’s Business and services are highly specialized; that its Confidential Information and/or Trade Secrets are not generally known and are secret; that the Company has provided and will provide such Executive with access to information about the Company’s counterparties, vendors, sales partners, clients, actual and potential developments, business lines or acquisitions, which is Confidential Information and/or a Trade Secret; and that the value of this Confidential Information and/or Trade Secrets cannot adequately be compensated by damages in an action at law; that the Company has earned goodwill with its counterparties, vendors, sales partners and clients; that the Company has provided and will continue to provide Executive with the Company’s goodwill for use in developing relationships for the Company; that Executive could not develop these relationships without using the Company’s goodwill; that this goodwill is valuable; that the Company is the owner of the goodwill; and that the value of this goodwill cannot adequately be compensated by damages in an action at law.
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Ownership; Goodwill. Executive acknowledges and agrees that the Company’s business and services are highly specialized; that the Confidential Information is not generally known and is secret; that the Company has provided and will provide such Executive with access to information about the Company’s counterparties, vendors, sales partners, clients, actual and potential developments, business lines or acquisitions, which is Confidential Information; and that the value of this Confidential Information cannot adequately be compensated by damages in an action at law; that the Company has earned goodwill with its counterparties, vendors, sales partners and clients; that the Company has provided and will continue to provide Executive with the Company’s goodwill for use in developing relationships for the Company; that Executive could not develop these relationships without using the Company’s goodwill; that this goodwill is valuable; that the Company is the owner of the goodwill; and that the value of this goodwill cannot adequately be compensated by damages in an action at law.
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Ownership; Goodwill. Licensee agrees that it shall not contest, deny or dispute the validity of the Authorized Property, Brand Intellectual Property, or the title of Licensor therein; and shall not in any way, either directly or indirectly, encourage or assist others in doing so or take any action of any kind inconsistent with the ownership and/or control of all such intellectual property rights by Licensor. Nothing in this Agreement shall confer upon Licensee a proprietary interest of any kind in and to the Authorized Property or the Brand Intellectual Property other than the right to use the Authorized Property strictly in accordance with this Agreement. As between the parties hereto, all goodwill and any rights arising from Licensee’s use of the Authorized Property hereunder shall inure solely to the benefit of Licensor.
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Ownership; Goodwill. Licensee acknowledges CNMI’s ownership of all right, title, and interest in and to the Certification Marks. Any goodwill resulting from Licensee’s use of the Certification Marks will inure exclusively to the benefit of CNMI. Licensee will conduct its business in a professional manner and in a way that does not adversely affect CNMI’s reputation or goodwill. Licensee will only display or use the Certification Marks as permitted in the Guidelines on Trademark Usage attached hereto as Exhibit A Licensee further agrees not to: (1) challenge CNMI as the sole, absolute, or exclusive owner of all right, title and interest in and to the Certification Marks and the goodwill associated therewith, (2) challenge the validity of this License, (3) register, use, adopt, or promote any xxxx that is confusingly similar to any trademark, service xxxx, logo, or trade name owned by CNMI, any composite xxxx which uses all or a portion of the Certification Marks, or any of the Certification Marks, (4) take or encourage any action which would impair the rights of CNMI in and to the Certification Marks, or impair the goodwill associated with the Certification Marks, or (5) infringe any trademark, service xxxx, logo, or trade name owned by CNMI.
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Ownership; Goodwill. Licensee acknowledges and agrees that Licensor is the owner of the Licensed Marks, including the trademark registrations and applications for registration set forth on Schedule A and all goodwill related thereto, and all use of the Licensed Marks and any accrued goodwill shall inure solely to the benefit of Licensor. Licensee further agrees that it shall not, directly or indirectly, during the Term or thereafter, anywhere in the world: (a) challenge, contest or question the validity of the license granted herein, the validity of the Licensed Marks or Licensor’s ownership thereof; (b) represent that it has any ownership in such Licensed Xxxx or registration thereof or make application to register any of the Licensed Marks or any component or translation thereof, or any term or designation confusingly similar thereto; (c) permit any action or omission in derogation of any of the rights of Licensor in or to the Licensed Marks; (d) attempt to sublicense the Licensed Marks to any Person; (e) otherwise seek to claim or appropriate the Licensed Marks as its own property; (f) use the Licensed Marks or Licensor’s name in connection with any activity that involves criminal misconduct or other act of moral turpitude, or any content or materials that infringe or violate any intellectual property rights of any third party, or that are libelous or defamatory, obscene, pornographic, or sexually explicit, in each case as determined by Licensor in its reasonable discretion; (g) use the Licensed Marks or Licensor’s name, or conduct the Business as it relates to the Licensed Marks in any manner that is illegal, might dilute the distinctiveness of such assets or would reasonably be expected to injure the value of the Licensed Marks or the goodwill associated therewith or with Licensor or otherwise disparage Licensor; or (h) use the Licensed Marks in any manner inconsistent with this Agreement.
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Related to Ownership; Goodwill

  • Goodwill All goodwill and reputation generated by the Company’s use of the Licensed Mxxx shall inure to the benefit of Licensor, and ownership of such goodwill shall rest in Licensor, and is otherwise hereby assigned by the Company, without need for any other action by any party. The Company shall not by any act or omission use the Licensed Mxxx in any manner that disparages or reflects adversely on Licensor or its business or reputation. Except as expressly provided herein, neither party may use any trademark or service mxxx of the other party without that party’s prior written consent, which consent shall be given in that party’s sole discretion.

  • Ownership Rights Nothing contained in this Agreement shall be construed as (a) establishing or granting to Registry Operator any property ownership rights or interests of Registry Operator in the TLD or the letters, words, symbols or other characters making up the TLD string, or (b) affecting any existing intellectual property or ownership rights of Registry Operator.

  • Ownership Ownership of the Deposits during the effective term of the Registry Agreement shall remain with Registry Operator at all times. Thereafter, Registry Operator shall assign any such ownership rights (including intellectual property rights, as the case may be) in such Deposits to ICANN. In the event that during the term of the Registry Agreement any Deposit is released from escrow to ICANN, any intellectual property rights held by Registry Operator in the Deposits will automatically be licensed to ICANN or to a party designated in writing by ICANN on a non-­‐exclusive, perpetual, irrevocable, royalty-­‐free, paid-­‐up basis, for any use related to the operation, maintenance or transition of the TLD.

  • Ownership; Subsidiaries All Equity Interests in the Credit Parties are owned as set forth in Schedule 4.6. Borrower has no Subsidiaries other than as set forth in Schedule 4.6. Except as has been disclosed to the Lender in Schedule 4.6, there are no outstanding subscription agreements, membership interest or share purchase agreements, warrants, or options for any Equity Interests in Borrower. Allseas and Phoenix are, directly or indirectly, wholly-owned subsidiaries of Holding Company.

  • Ownership/No Claims Each Loan Party owns, or is licensed to use, all patents, patent applications, trademarks, trade names, servicemarks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the "INTELLECTUAL PROPERTY"), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim, in each case that could reasonably be expected to result in a Material Adverse Effect. The use of such Intellectual Property by each Loan Party does not infringe the rights of any person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Company Ownership Company will own its respective right, title, and interest, including Intellectual Property Rights, in and to the Company Data. Company hereby grants BNYM a limited, nonexclusive, nontransferable license to access and use the Company Data, and consents to BNYM's permitting access to, transferring and transmitting Company Data, all as appropriate to Company's use of the Licensed Rights or as contemplated by the Documentation.

  • Legitimate Business Interests The Executive recognizes that the Company has legitimate business interests to protect and as a consequence, the Executive agrees to the restrictions contained in this Agreement because they further the Company’s legitimate business interests. These legitimate business interests include, but are not limited to (i) trade secrets; (ii) valuable confidential business, technical, and/or professional information that otherwise may not qualify as trade secrets, including, but not limited to, all Confidential Information; (iii) substantial, significant, or key relationships with specific prospective or existing Customers, vendors or suppliers; (iv) Customer goodwill associated with the Company’s business; and (v) specialized training relating to the Company’s technology, Services, methods, operations and procedures. Notwithstanding the foregoing, nothing in this Section 9(b) shall be construed to impose restrictions greater than those imposed by other provisions of this Agreement.

  • Ownership Information The Participant hereby covenants that so long as the Participant holds any LTIP Units, at the request of the Partnership, the Participant shall disclose to the Partnership in writing such information relating to the Participant’s ownership of the LTIP Units as the Partnership reasonably believes to be necessary or desirable to ascertain in order to comply with the Code or the requirements of any other appropriate taxing authority.

  • OWNERSHIP OF COMPANY PROPERTY The Company’s assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees or in “street name”, as the Member may determine.

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