Title; Validity; Pending Applications; Infringements, Etc Sample Clauses

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholder and/or the Corporation, the Corporation has full legal and beneficial ownership (free and clear of any and all encumbrances) of all of the Intellectual Property, and neither the Corporation nor the Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholder nor the Corporation are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business and licensed to the Shareholder and/or the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing.
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Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Business Contribution Member, the Business Contribution Member has full legal and beneficial ownership (free and clear of any and all Encumbrances) of all of the Intellectual Property , and neither the Business Contribution Member nor any of the Shareholders have received any notice or claim (whether written, oral or otherwise) challenging the Business Contribution Member's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto; the Business Contribution Member has all legal and other rights required to transfer the ownership of the Intellectual Property to the Company at the Closing as contemplated hereby;
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Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders and/or the Corporation (and, prior to the Corporation's acquisition of Deadline Express, to the shareholders of Deadline Express and/or Deadline Express), the Corporation (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express) has full legal and beneficial ownership (free and clear of any and all encumbrances) of all of the Intellectual Property, and neither the Corporation (nor, prior to the Corporation's acquisition of Deadline Express, Deadline Express) nor any of the Shareholders has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights (nor, prior to the Corporation's acquisition of Deadline Express, Deadline Express's ownership or rights) in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholders nor the Corporation (nor, prior to the Corporation's acquisition of Deadline Express, Deadline Express) are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express's business) and licensed to the Shareholders and/or the Corporation (and, prior to the Corporation's acquisition of Deadline Express, to the shareholders of Deadline Express or Deadline Express); all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing.
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Title; Validity; Pending Applications; Infringements, Etc. Except as set forth in Schedule 2.3(k)(ii) and except for those matters which in the aggregate would not result in a Company Material Adverse Effect, (A) the Company has full legal and beneficial ownership (free and clear of any and all Encumbrances) of, or a valid right to use (free of any material restriction not entered into in the ordinary course of the Company's business), all Intellectual Property listed on Schedule Schedule 2.3(k)(i), and neither the Company nor any of its Affiliates has received any notice or claim (whether written, oral or otherwise) challenging the Company's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto, (B) all Intellectual Property listed on Schedule 2.3(k)(i) is legally valid and enforceable without any material qualification, limitation or restriction on its use, and neither the Company nor any of its Affiliates has received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability of any such Intellectual Property, (C) with respect to any Intellectual Property listed on Schedule 2.3(k)(i) for which registration with any private or governmental entity is permitted, but which has not yet been registered, all applications with respect thereto have been made and are pending and in good standing and are without challenge of any kind, (D) neither the use of any of the Intellectual Property listed on Schedule 2.3(k)(i) nor any other Intellectual Property used by the Company will conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto, (E) to the knowledge of the Company, no other person or entity is infringing in any material respect on any part of the Intellectual Property listed on Schedule 2.3(k)(i), and (F) the Company has not conducted its business, and has not used or enforced (or failed to use or enforce) such Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intellectual Property, and the Company has not taken or failed to take any action that would result in the forfeiture or relinquishment of any such Intellectual Property used in the conduct of its business as now conducted. The Company has a valid registration and full rights (free of any material...
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Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholder and/or the Corporation, the Corporation has full legal and beneficial ownership, free and clear of any and all encumbrances, of all of the Intellectual Property, provided, however, that the Company understands and acknowledges that neither the Corporation nor the Shareholder can warrant ownership or license rights to its name, trade name, trade xxxx, and service xxxx and the Company accepts such intellectual property "as is" without warranty. Neither the Corporation nor the Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholder nor the Corporation are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business and licensed to the Shareholder and/or the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing.
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Related to Title; Validity; Pending Applications; Infringements, Etc

  • Prosecution of Patent Applications At its own expense, each Assignor shall diligently prosecute all material applications for (i) United States Patents listed in Annex F hereto and (ii) Copyrights listed on Annex G hereto, in each case for such Assignor and shall not abandon any such application prior to exhaustion of all administrative and judicial remedies (other than applications deemed by such Assignor to be no longer prudent to pursue), absent written consent of the Collateral Agent.

  • Patents and Patent Applications To the Company’s knowledge, all patents and patent applications owned by or licensed to the Company or under which the Company has rights have been duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the USPTO in connection with such applications; and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which could reasonably be expected to preclude the grant of a patent in connection with any such application or could reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.

  • Filing of Patent Applications Each Party will make timely decisions regarding the filing of Patent Applications on the CRADA Subject Inventions made solely by its employee(s), and will notify the other Party in advance of filing. Collaborator will have the first opportunity to file a Patent Application on joint CRADA Subject Inventions and will notify PHS of its decision within sixty (60) days of an Invention being reported or at least thirty (30) days before any patent filing deadline, whichever occurs sooner. If Collaborator fails to notify PHS of its decision within that time period or notifies PHS of its decision not to file a Patent Application, then PHS has the right to file a Patent Application on the joint CRADA Subject Invention. Neither Party will be obligated to file a Patent Application. Collaborator will place the following statement in any Patent Application it files on a CRADA Subject Invention: “This invention was created in the performance of a Cooperative Research and Development Agreement with the National Institutes of Health, an Agency of the Department of Health and Human Services. The Government of the United States has certain rights in this invention.” If either Party files a Patent Application on a joint CRADA Subject Invention, then the filing Party will include a statement within the Patent Application that clearly identifies the Parties and states that the joint CRADA Subject Invention was made under this CRADA.

  • Maintenance of Patents, Trademarks, Etc Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in full force and effect all patents, trademarks, service marks, trade names, copyrights, licenses, franchises, permits and other authorizations necessary for the ownership and operation of its properties and business if the failure so to maintain the same would constitute a Material Adverse Change.

  • Patents and Infringement 8.1 Subsequent to the EFFECTIVE DATE, LICENSORS shall continue to have responsibility, at their shared expense, for filing, prosecuting and maintaining their jointly owned patent applications in the USPTO on TECHNOLOGY; DUKE shall continue to have responsibility, at its own expense, for filing, prosecuting and maintaining its solely owned patent applications in the USPTO on DUKE TECHNOLOGY; and MVP shall continue to have responsibility, at its own expense, for filing, prosecuting and maintaining its solely owned patent applications in the USPTO on MVP TECHNOLOGY. LICENSORS shall keep LICENSEE advised as to the prosecution of such applications by forwarding to LICENSEE copies of all official correspondence relating thereto, and shall give LICENSEE an opportunity to comment on all applications, responses to Office Actions, Declarations and other papers before they are filed with the USPTO, and shall consult with LICENSEE concerning the scope of allowed claims before paying any issue fee.

  • Patent Applications It is understood by the parties that, pursuant to the Baylor Technology Transfer Agreement, MAS has the initial responsibility for filing, prosecution and maintenance of Patents and Patent Applications covering the Baylor Technology. The parties agree that, as between MAS and CTI, MAS shall be responsible for deciding whether and how to file, prosecute and maintain the Patents and Patent Applications, provided that:

  • Prosecution of Patents (a) The Licensor shall be solely responsible for preparing, prosecuting and maintaining the BENTLEY Patents.

  • Intellectual Property Infringement To the knowledge of the Company and the Operating Partnership and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has infringed or is infringing the intellectual property of a third party, and neither the Company nor any of its Subsidiaries has received notice of a claim by a third party to the contrary, except for any such notice that would not reasonably be expected to have a Material Adverse Effect.

  • Infringement of Patents by Third Parties (a) Except as expressly provided in the remainder of this Section 6.3, Intrexon shall have the sole right to take appropriate action against any person or entity directly or indirectly infringing any Intrexon Patent (or asserting that an Intrexon Patent is invalid or unenforceable) (collectively, “Infringement”), either by settlement or lawsuit or other appropriate action.

  • Patent Infringement 3.1 Each party will notify the other promptly in writing when any infringement by another is uncovered or suspected.

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