Common use of Intellectual Property Clause in Contracts

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries.

Appears in 5 contracts

Samples: Securities Purchase Agreement (True Drinks Holdings, Inc.), Securities Purchase Agreement (True Drinks Holdings, Inc.), Securities Purchase Agreement (True Drinks Holdings, Inc.)

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "INTANGIBLES") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”) future. Section 3(k 3(l) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property Intangibles owned and/or used by the Company in its business. Except as set forth on To the Disclosure Schedule, there are no rights of third parties to any knowledge of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule and its Subsidiaries, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company ’s 's or its Subsidiaries ' ownership of or right to use its Company Intellectual Property Intangibles and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries.

Appears in 4 contracts

Samples: Securities Purchase Agreement (PDG Environmental Inc), Securities Purchase Agreement (Qsound Labs Inc), Securities Purchase Agreement (Daugherty Resources Inc)

Intellectual Property. Each (a) Section 2.15(a) of the Company and its Subsidiaries owns Disclosure Schedule identifies all Intellectual Property other than (i) widely available, commercial off-the-shelf third-party Software licensed to the Company on a non-exclusive basis or is duly (ii) any open source Software licensed (and, in such event, has to the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge Company (collectively, “Intellectual Property” (i) used in or necessary for the conduct of its business and (ii) are referred to as now being conducted and as presently contemplated to be conducted in the future (collectively, the “ Company Licensed Intellectual Property”). Section 3(k) Each of the Disclosure Schedule sets forth a list of all material Company licenses related to the Licensed Intellectual Property owned and/or used by constitutes the Company in its business. Except as set forth on the Disclosure Schedule valid, there are no rights of third parties to any legally binding and enforceable obligation of the Company Intellectual Property and, to the Knowledge of the Company, each of the other parties thereto, except through licensing agreements as may be limited by applicable Bankruptcy and Equity Principles. Except as set forth on The Company is not, and, to the Disclosure Schedule Knowledge of the Company, there are no outstanding options other party thereto is, licenses in breach or agreements default in any material respect of any kind license or sublicense relating to the Company any Licensed Intellectual Property, nor and each such license and sublicense is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries effect.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Code Rebel Corp), Stock Purchase Agreement (Probility Media Corp), Stock Purchase Agreement (Probility Media Corp)

Intellectual Property. Each Subject to the qualifications set forth in this Section 4.13(c) below, the Company and/or its Subsidiaries own, or are licensed or otherwise have the right to use, all patents, inventions, trademarks, service marks, trade names, domain names, copyrights, and registrations and applications for the foregoing, know-how, manufacturing processes, formulae, trade secrets, rights of publicity of natural persons and any other intangible property and assets which are material to the businesses of Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated proposed to be conducted in the future (collectively, the “ Company Intellectual Property Property Rights”) . Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business . Except as set forth on the Disclosure Schedule Schedule 4.13(c), there are no rights of third parties to Company does not have any Knowledge of, and neither Company nor any of the Company its Subsidiaries has given any notice of, any pending conflicts with or infringement of or other violation of any Intellectual Property except through licensing agreements Rights or Regulatory Approvals by any third-party, and no action, suit, arbitration, or legal, administrative or other proceedings, or investigation is pending, or, to the Knowledge of Company, threatened, which involves any Intellectual Property Rights and which could reasonably be expected to have a Material Adverse Effect. Except as set forth on the Disclosure Schedule Schedule 4.13(c), there are no outstanding options neither Company nor any of its Subsidiaries is subject to any judgment, licenses order, writ, injunction or agreements decree of any kind relating to the Company Intellectual Property Governmental Authority or any arbitrator, nor or has entered into or is the Company bound by or a party to any options contract, licenses which restricts or agreements impairs the use of any kind with respect such Intellectual Property Rights or Company’s or any of its Subsidiaries’ use of or right to use any of the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as Rights and which could reasonably be expected to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in have a Material Adverse Effect. To the Knowledge of Company ’s knowledge , no other party Intellectual Property Rights licensed to or by or otherwise used by Company or any of the Third Party License Agreements is in default thereunder its Subsidiaries, other than such defaults as would not result no services rendered or products manufactured by or sold by Company or any of its Subsidiaries, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary and no conduct of the business of Company or any of its Subsidiaries, infringes upon or is in conflict with otherwise violates any right intellectual property rights of any other person with respect to any third party Intellectual Property third-party. Neither the Except as set forth on Schedule 4.13(c), neither Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third-party intellectual property rights. No claims have been asserted by any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement Person with respect to the validity of the or Company’s or any of its Subsidiaries’ ownership of or right to use its Company use, the Intellectual Property and Rights and, to the Knowledge of Company, there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Rights are valid and enforceable and no registration or application relating thereto that is material to the business of Company or its Subsidiaries has lapsed, expired or been abandoned or canceled cancelled or is the subject of cancellation or other adversarial proceedings, and all applications therefor therefore are pending and are in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, complied in all material respects, respects with their respective contractual obligations relating to the protection of the Company Intellectual Property Rights used pursuant to licenses. No person Company and its Subsidiaries take reasonable security measures that are adequate to retain trade secret protection in the non-patented technology that is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries material to their business.

Appears in 4 contracts

Samples: Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.)

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company All Intellectual Property owned and/or used by the Company Group Members is owned free and clear of all Liens other than (i) as permitted by Section 7.2, Section 7.4 or the Security Documents, (ii) licenses granted in its business. Except the ordinary course of business (including, without limitation, in connection with the sale or provision by Group Members of products or services or the grant of rights to licensees to manufacture, use, sell, offer to sell or import products or to use, sell or offer to sell processes or services) in existence as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except Restatement Effective Date and any amendment, renewal or extension thereof or thereto, and (iii) as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating could not reasonably be expected to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in have a Material Adverse Effect. To the Company’s knowledge, no other party Except as could not reasonably be expected to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in have a Material Adverse Effect . Neither , to the Company nor knowledge of any Subsidiary Loan Party: (a) the conduct of, and the use of Intellectual Property in, the business of the Company infringes Group Members as currently conducted (including the products and services of the Group Members) does not infringe, misappropriate, or is in conflict with any right otherwise violate the Intellectual Property rights of any other person with respect Person; (b) there is no such outstanding claim asserted (including in the form of offers or invitations to obtain a license), threatened or pending before any Governmental Authority against any Group Member; (c) no Person is infringing, misappropriating, or otherwise violating any Intellectual Property of any Group Member, and there has been no such claim asserted or threatened against any third party Intellectual Property. Neither the Company nor by any of its Subsidiaries has received written notice of Group Member or any pending conflict with Loan Party or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company Person; (d) each Group Member has taken all reasonable steps formal or procedural actions (including payment of fees) required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company maintain Intellectual Property owned by it; and (e) each Group Member has complied with all applicable laws, as well as its own rules, policies, and procedures, relating to privacy, data protection, and the collection and use of personal information collected, used, or used held for use by the Company or its Subsidiaries such Group Member.

Appears in 4 contracts

Samples: Credit Agreement (Alkermes Plc.), Credit Agreement (Alkermes Plc.), First Lien Credit Agreement (Alkermes Plc.)

Intellectual Property. Each (a) Section 4.15(a) of the Company and its Disclosure Letter contains a detailed description of all Intellectual Property (a) owned by the Company or any of the Subsidiaries owns or is duly licensed ( and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ "Company Intellectual Property ") or (b) licensed, used or held for use by the Company or any of the Subsidiaries in or necessary for the conduct of its business their businesses ("Licensed Intellectual Property"). The Company and the Subsidiaries have (i) all right, title and interest in and to all Company Intellectual Property, free and clear of all Encumbrances, other than Permitted Encumbrances and (ii) all necessary proprietary rights in and to all Intellectual Property, including Licensed Intellectual Property, used in, necessary for, or held for use in, their businesses as now being conducted and as presently contemplated proposed to be conducted in the future (collectively conducted, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list free and clear of all material Company Intellectual Property owned and/or used by the Company in its business Encumbrances, other than Permitted Encumbrances. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any in Section 4.15(a) of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule Letter, there are no outstanding options, licenses contracts or agreements of any kind Orders relating to the Company Intellectual Property , nor is . Neither the Company nor any of the Subsidiaries (y) is bound by or a party to any options, licenses or agreements contract of any kind with respect to the Intellectual Property of any other person, except with respect to a license contract regarding Licensed Intellectual Property or (z) has received any communication alleging that it has infringed or, by conducting its business as proposed, would infringe the Intellectual Property rights of any third person. Neither the execution and delivery of this Agreement nor the carrying on of the Company's and the Subsidiaries' businesses as currently conducted or proposed to be conducted will infringe the Intellectual Property rights of any person; alter, impair or require the consent of any other person in respect of any Company Intellectual Property or entity (collectively Licensed Intellectual Property; or conflict with, or result in a breach of the “Third Party License Agreements”) other than such licenses terms, conditions or agreements arising from provisions of, or constitute a default under, any contract by which the purchase Company or any of generally available products, as the Subsidiaries is bound or to which it is a party. To the aggregate consideration paid by Company's knowledge, there has been, and there is no unauthorized use, infringement or due from misappropriation of the Company does not exceed $25,000 in value Intellectual Property or Licensed Intellectual Property by any third party (including licensees, or “off the shelf” products retailers, employees, former employees and contract workers). All of the Third Party License Agreements rights within the Company Intellectual Property and Licensed Intellectual Property are valid, binding enforceable and in full force subsisting, and effect in all material respects and there is no claim or demand of any person pertaining to, or any Action that is pending or, to the Company ’s knowledge enforceable by 's knowledge, threatened, that challenges the rights of the Company or its Subsidiaries in accordance respect of any Company Intellectual Property or Licensed Intellectual Property or the validity, enforceability or effectiveness thereof. No person has any option with their respective terms in all material respects, subject respect to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies Company Intellectual Property. The Company is not in breach Intellectual Property and the Licensed Intellectual Property constitute all Intellectual Property necessary for the operation of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company ’s knowledge, no other party 's and Subsidiaries' respective businesses as currently conducted or proposed to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect be conducted. Neither the Company nor any Subsidiary is in default (or would with the giving of notice or lapse of time be in default) under any material license to use any of the Company infringes or is in conflict with any right of any other person with respect to any third party Licensed Intellectual Property . Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries .

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Everlast Worldwide Inc), Agreement and Plan of Merger (Horowitz Seth), Agreement and Plan of Merger (Horowitz Seth)

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "Intangibles") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”) future. Section 3(k 3(l) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property Intangibles owned and/or used by the Company in its business. Except as set forth on To the Disclosure Schedule, there are no rights of third parties to any knowledge of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule and its Subsidiaries, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company ’s 's or its Subsidiaries ' ownership of or right to use its Company Intellectual Property Intangibles and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Isecuretrac Corp), Securities Purchase Agreement (Isecuretrac Corp), Securities Purchase Agreement (Isecuretrac Corp)

Intellectual Property. Each of the (a) The Company and its Subsidiaries owns either own or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) have valid licenses or other rights to use all patents, patent applications copyrights, trademarks , trademark applications, trade names , service marks, copyrights software, copyright applications databases, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets data and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) technical information used in or necessary for the conduct of its business as now being conducted and their businesses as presently contemplated conducted ("Proprietary Rights"), subject to be conducted the limitations contained in the future (collectively, agreements governing the “Company Intellectual Property”). Section 3(k) use of the Disclosure Schedule same. SCHEDULE 4.25 sets forth a list all such Proprietary Rights owned by, used by or licensed to the Company or any Subsidiary. There are no limitations contained in such agreements of the type described in the immediately preceding sentence which, upon consummation of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to or any portion of the Transaction, will materially alter or materially impair any such rights, breach any such material agreement with any third party vendor or require payments of additional sums thereunder. The Company Intellectual Property except through licensing and its Subsidiaries are in compliance in all material respects with such licenses and agreements. Except as set forth on the Disclosure Schedule SCHEDULE 4.25, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity Knowledge of the Company ’s , threatened Proceedings challenging or its Subsidiaries’ ownership questioning the validity or effectiveness of any license or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations agreement relating to such property or the protection right of the Company Intellectual Property used pursuant or any Subsidiary to licenses. No person is infringing on use, copy, modify or violating distribute the Company Intellectual Property owned or used by the Company or its Subsidiaries same.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Insight Health Services Corp), Securities Purchase Agreement (Tc Group LLC), Securities Purchase Agreement (Insight Health Services Corp)

Intellectual Property. Each (a) Section 3.16(a) of the Company Letter sets forth, as of the date of this Agreement, a complete and correct (in all material respects) list of all registrations and applications for Intellectual Property Rights owned by the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies Subsidiaries. The Company or its Subsidiaries is not in breach the sole and exclusive owner of any each such Third Party License Agreements registration and application for Intellectual Property Rights, other than and each such breaches as registration and application is subsisting and, to the knowledge of the Company, valid and enforceable. Except for matters that would not result have or reasonably be expected to have, individually or in the aggregate, in a Company Material Adverse Effect . To , the Company’s knowledge Company or its Subsidiaries, no other party as applicable, (i) own, or are licensed to any use, all Intellectual Property Rights as used in or necessary for their businesses as currently conducted; (ii) the conduct of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary business of the Company infringes and its Subsidiaries does not infringe, misappropriate or is in conflict with any right otherwise violate the Intellectual Property Rights of any other person with respect to any third party Intellectual Property. Neither Person; (iii) as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received or sent any written complaint, claim, demand or notice that is pending or unresolved alleging any infringement, misappropriation or other violation of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, Property Rights (including in the form of written demands to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither obtain a license); and (iv) neither the Company nor any of its Subsidiaries has entered into any consent agreement material consents, indemnification agreement Orders, forbearance indemnifications, forbearances to sue sue, settlement agreements, licenses or settlement agreement with respect to the validity of other arrangements that (A) restrict the Company’s or any of its Subsidiaries’ ownership Intellectual Property Rights, (B) restrict the Company’s or any of or right its Subsidiaries’ businesses in order to accommodate a Third Party’s Intellectual Property Rights, (C) permit Third Parties to use its Company any Intellectual Property and there is no reasonable basis for Rights owned or controlled by the Company or any such of its Subsidiaries or (D) reasonably would be expected to provide a Third Party a defense to any claim to be successful. The Company of infringement, misappropriation or violation in connection with any Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property Rights owned or used by the Company or its Subsidiaries Company, in the case of subclauses (A) through (D) above, other than non-exclusive licenses granted in the ordinary course of business.

Appears in 3 contracts

Samples: Purchase Agreement (Patheon N.V.), Purchase Agreement (Thermo Fisher Scientific Inc.), Purchase Agreement (Patheon N.V.)

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule 3.23 sets forth a list of all material Company registered and material unregistered Intellectual Property (as defined below) owned and/or used by the Company and used in the conduct of its business business and all agreements granting any right to use or practice any right relating to the Intellectual Property currently used in the conduct of the Company's business (the "Licenses") as of the date hereof. Except as set forth on in the Disclosure Schedule Statement (i) the Company is the sole owner of all of its rights under the Licenses free and clear of any liens, there are no rights claims, encumbrances or interests; (ii) the Company is the sole owner of, or has a valid right to use pursuant to a License, all patents and patent applications, registered and unregistered trademarks, service marks, trade names, trade dress, logos, company names and other source or business identifiers, including all goodwill associated therewith, the names, likenesses and other attributes of third parties to individuals, registered and unregistered copyrights, computer programs and databases, trade secrets, proprietary technology, know-how, industrial designs and other confidential information and any pending applications for any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity foregoing (collectively, the “Third Party "Intellectual Property") currently used in the conduct of the Company's business, free and clear of any liens, claims, encumbrances or interests; (iii) to the Company's best knowledge, the present operations of the Company do not, and its past operations did not, infringe upon, violate, interfere or conflict with the rights of others with respect to any Intellectual Property, and no claim is pending or, to the Company's best knowledge, threatened, to this effect; (iv) to the Company's best knowledge, none of the Intellectual Property is invalid or unenforceable, or has not been used or enforced or has failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intellectual Property and no claim is pending or, to the Company's best knowledge, threatened, to this effect; (v) no License Agreements”) provision or any other than such licenses contract, agreement or agreements arising from the purchase of generally available products, as understanding to which the aggregate consideration paid Company is a party would prevent the continued use by or due from the Company does not exceed $25,000 in value, or “off (as currently used by the shelf” products. All Company) of any Intellectual Property following the consummation of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and transactions contemplated hereby; (vi) to the Company ’s knowledge enforceable by 's best knowledge, no person is infringing upon or otherwise violating any Intellectual Property or License; and (vii) there are no claims pending or, to the Company Company's best knowledge, threatened in accordance connection with their respective terms any License, in all material respects, subject to general principles cases in clauses (i) through (vii) of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any this Section 3.23 with only such Third Party License Agreements, other than such breaches exceptions as would not result not, individually or in the aggregate, in have a Material Adverse Effect . To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries .

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Artistic Greetings Inc), Agreement and Plan of Merger (Artistic Greetings Inc), Agreement and Plan of Merger (Artistic Greetings Inc)

Intellectual Property. Each of Except as set forth on Schedule 4(x), the Company and its Subsidiaries owns has good title to or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all material copyrights, patents, patent applications, trademarks, trademark applications trademarks (registered or unregistered), trade names, names and service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering marks and marketing data, object and source codes, know-how (including trade secrets applications therefor and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights material intellectual property and proprietary knowledge (collectively rights, “Intellectual Property”) used in whether or not subject to statutory registration or protection, necessary for the conduct of the Company's or any of its Subsidiary's business as now being currently conducted and as presently contemplated to be conducted in the future (collectively, the “ "Company Intellectual Property "). Section 3(k Schedule 4(x) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property the registered and unregistered trademarks owned and/or or used by the Company and all jurisdictions in its business which such trademarks are registered or applied for and all registration and application numbers. Except as set forth in Schedule 4(x), the consummation of the transactions contemplated hereby will not conflict with, alter or impair any such rights. Except as set forth on the Disclosure Schedule Schedule 4(x), there are no rights of third parties to any of neither the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding nor any Subsidiary has granted any options, licenses or agreements of any kind relating to Company Intellectual Property listed in Schedule 4(x) or the marketing or distribution thereof. Neither the Company Intellectual Property, nor any Subsidiary is the Company bound by or a party to any options, licenses or agreements of any kind with respect relating to the Intellectual Property of any other person or entity (collectively person, the “Third Party License Agreements” except as set forth in Schedule 4(x) other than such licenses or and except for agreements arising from the purchase of generally available products, as relating to which the aggregate consideration paid by or due from computer software licensed to the Company or any of its Subsidiaries in the ordinary course of business. Subject to the rights of third parties set forth in Schedule 4(x), and all Company Intellectual Property is free and clear of the claims of others and of all liens, security interests and encumbrances whatsoever. The conduct of the business of the Company as presently conducted does not exceed $25,000 in value violate, conflict with or “off infringe the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach intellectual property of any other person except where such Third Party License Agreements, other than such breaches as infringement would not result, individually or in the aggregate, in have a Company Material Adverse Effect. To Except as set forth in Schedule 4(x), (i) no claims are pending, or to the knowledge of the Company ’s knowledge , no other party to any of the Third Party License Agreements is in default thereunder threatened, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither against the Company nor by any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to the ownership, validity, enforceability, effectiveness or use of any third party Company Intellectual Property. Neither Property and (ii) during the past two years the Company nor has not received any communications alleging that the Company or any of its Subsidiaries has received written notice violated any rights relating to intellectual property of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries Person.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Reckson Services Industries Inc), Agreement and Plan of Merger (Carramerica Realty Corp), Agreement and Plan of Merger (Vantas Inc)

Intellectual Property. Each (i) As used herein, “Intellectual Property Rights” means the following rights of the Company and its Subsidiaries owns each Subsidiary: (1) patent registrations and applications in any and all jurisdictions, including but not limited to: re-issues, continuations, continuations-in-part, renewals, re-examinations, extensions or is duly licensed divisions; ( and 2) registered, in such event pending and common law trademarks including but not limited to: service marks, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications trade dress, trade names, service marks logos, copyrights corporate names and domain names in any and all jurisdictions, copyright applications together with all of the goodwill associated therewith; (3) registered, licenses pending or unregistered copyrights in websites, permits writings, inventions graphic works, discoveries designs or other copyrightable works in any and all jurisdictions; (4) software; (5) registered, processes, scientific, technical, engineering pending or unregistered mask works in any and marketing data, object and source codes, know-how all jurisdictions; ( including 6) trade secrets and other unpatented and/or unpatentable proprietary confidential information including, without limitation, ideas, discoveries, formulas, compositions, inventions (whether patentable or confidential not and whether or not reduced to practice), know-how, methodology, models, algorithms, systems, manufacturing and production processes and techniques, research and development information, systems drawings, specifications, designs, plans, proposals, technical data, financial and marketing plans and customer and supplier lists and information, marketing and business data, databases, pricing and cost information; (7) other intellectual property rights including but not limited to claims or procedures) and other similar rights and proprietary knowledge (collectively causes of action arising out of or related to past, “Intellectual Property”) used in present or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) third-party infringement or misappropriation of the Disclosure Schedule sets forth a list of foregoing; (8) rights under all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity foregoing; and ( collectively, the “Third Party License Agreements” 9) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All copies and tangible embodiments of the Third Party License Agreements are valid, binding and foregoing (in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity whatever form or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies medium). The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. (ii) To the Company’s knowledge, no other party the Company and each Subsidiary owns all right, title and interest in and to, or has the valid and enforceable licenses to any of the Third Party License Agreements is use, all Intellectual Property Rights as actually used in default thereunder, other than such defaults and necessary to carry on their respective businesses as would not result, individually or currently conducted and described in the aggregate SEC Reports, in for which the failure to so have such rights could reasonably be expected to have a Material Adverse Effect. (iii) Neither the Company Company, nor any Subsidiary Subsidiary, has received any written or other notice that any of such Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire, terminate or be abandoned, within two (2) years from the date of this Agreement. (iv) Other than as set forth in the SEC Reports, the Company infringes has not received notice of any claim against or is in conflict with any right of challenge by any other person to the legality, validity or enforceability of the Intellectual Property Rights with respect to any third party the foregoing except for those that could not reasonably be expected to have a Material Adverse Effect. (v) The licenses of Intellectual Property Property Rights described in the SEC Reports are valid, binding upon, and enforceable by or against the parties thereto in accordance with their terms. Neither (vi) Other than as set forth in the SEC Reports, the Company and each Subsidiary has complied in all material respects with, and is not in breach of, nor has the Company made or received any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, oral asserted or threatened action claim of breach of, suit any such license of Intellectual Property Rights, proceeding and the Company has no knowledge of any breach or claim anticipated breach by others challenging any other person to any such license. (vii) The Company has not received notice that the Company’s ownership and any of its Subsidiary’s actions in carrying on its business as now conducted and as proposed to be conducted will infringe or licensing rights conflict with any valid patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses or other proprietary right of any person, except for any such actions that could not reasonably be expected to have a Material Adverse Effect. (vii) Except as described in the SEC Reports, no claim has been made against the Company or any Subsidiary alleging the infringement by the Company or any Subsidiary of any patent, trademark, service mark, trade name, copyright, trade secret, license or other proprietary right of any person. (viii) The Company and each Subsidiary has taken reasonable steps to protect, maintain and safeguard all Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. (ix) To the Company’s knowledge, no employee of the Company or any Subsidiary is, or has ever been, in violation in any material respect of any term of any employment contract, patent non-disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, non-disclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company, and could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (x) To the Company’s knowledge, all material proprietary information developed by and belonging to the Company Intellectual Property or any Subsidiary which has not been patented or made the subject matter of patent applications has been kept confidential. (xi) Neither the Company nor any of its Subsidiaries has entered into are parties to or bound by any consent agreement options, indemnification agreement, forbearance to sue licenses or settlement agreement agreements with respect to intellectual property rights of any other person or entity, for which such options, licenses or agreements are required to be set forth in the validity SEC Reports and are not described therein. (xii) None of the Company’s technology or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used proprietary information employed by the Company or any Subsidiary has been obtained or is being used by in violation of any contractual obligation binding on the Company or any Subsidiary, nor, to the Company’s knowledge, are any of its officers, directors or employees in violation of the intellectual property or employment contract rights of any person where such violation could reasonably be expected to have a Material Adverse Effect on the Company or any Subsidiary. (xiii) The Company’s and its Subsidiaries ’ collection, use and dissemination of information in connection with their businesses has been conducted in accordance with all applicable laws relating to privacy, data security and data protection, and all applicable privacy policies adopted by the Company or any of its Subsidiaries. No claims have been asserted or, to the Company’s knowledge, threatened, against the Company or any Subsidiary alleging any violation of any person’s privacy or data rights.

Appears in 3 contracts

Samples: Underwriting Agreement (IsoRay, Inc.), Underwriting Agreement (IsoRay, Inc.), Securities Purchase Agreement (IsoRay, Inc.)

Intellectual Property. Each of the Company (a) Fidelity and its Subsidiaries each Fidelity Subsidiary owns or is duly licensed possesses valid and binding licenses and other rights ( and, subject to expirations in such event, has the unfettered right to grant sublicenses accordance with their terms) to use all patents, patent applications, trademarks, trademark applications copyrights, trade secrets, trade or fictitious names, service marks marks and trademarks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for which are material to the conduct of its their business as now being conducted currently conducted, each without payment, except for all license agreements under which license fees or other payments are due in the ordinary course of Fidelity’s or each of the Fidelity Subsidiaries’ business, and as presently contemplated neither Fidelity nor any Fidelity Subsidiary has received any notice of conflict with respect thereto that asserts the rights of others. Fidelity and each Fidelity Subsidiary has performed all the material obligations required to be conducted performed, and are not in the future (collectively default in any material respect, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule under any contract, there are no rights of third parties agreement, arrangement or commitment relating to any of the Company Intellectual Property except through licensing agreements foregoing. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively To Fidelity’s Knowledge, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All conduct of the Third Party License Agreements are valid, binding business of Fidelity and in full force and effect in all material respects and each Fidelity Subsidiary as currently conducted or proposed to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate be conducted does not, in a Material Adverse Effect. To the Company’s knowledge any material respect, no other party to infringe upon, dilute, misappropriate or otherwise violate any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually intellectual property owned or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to controlled by any third party Intellectual Property party. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries. 

Appears in 3 contracts

Samples: Agreement (Fidelity D & D Bancorp Inc), Agreement (Fidelity D & D Bancorp Inc), Agreement and Plan (Fidelity D & D Bancorp Inc)

Intellectual Property. Each of the Company and its Subsidiaries owns subsidiaries owns, or is duly validly licensed (and, in such event, or otherwise has the unfettered right to grant sublicenses) use, without any obligation to use make any fixed or contingent payments, including any royalty payments, all patents, patent applications rights, trademarks, trademark applications rights, trade names, trade name rights, service marks, copyrights service mark rights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets copyrights and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar intellectual property rights and proprietary knowledge computer programs ( collectively, “Intellectual Property” certain of which computer programs may require royalty payments) used in or necessary for that are material to the conduct of its business as now being conducted and as presently contemplated to be conducted in the future operated (collectively, "Intellectual Property Rights"), except as disclosed in Schedule 4.18 to the Company Intellectual Property”) Disclosure Schedule. Section 3(k) of Schedule 4.18 to the Company Disclosure Schedule sets forth a list description of all material Company Intellectual Property patents, trademarks and copyrights and applications therefor owned and/or used by or licensed to the Company in or any of its business subsidiaries that are material to the conduct of the business of the Company or any of its subsidiaries as now operated. Except as set forth disclosed on Schedule 4.18 to the Company Disclosure Schedule, there no claims are no pending or, to the knowledge of the Company, threatened that the Company or any of its subsidiaries is infringing or otherwise adversely affecting the rights of third parties any person with regard to any Intellectual Property Right. To the knowledge of the Company, no person is infringing the rights of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person its subsidiaries with respect to any third party Intellectual Property Property Right except as disclosed on Schedule 4.18 to the Company Disclosure Schedule. Neither the Company nor any of its Subsidiaries subsidiaries has received written notice of any pending conflict with licensed, or infringement upon otherwise granted, to any third party Intellectual Property. There is no pending or party, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing any rights in or to any Company Intellectual Property. Neither Property Rights except as disclosed on Schedule 4.18 to the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries Disclosure Schedule.

Appears in 3 contracts

Samples: Confidentiality Agreement (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Femrx Inc)

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule Previously Disclosed, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by Seller or a party to any options Seller Subsidiary owns the entire right, title and interest in and to, or has valid licenses or agreements of any kind with respect to to, all of the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect necessary in all material respects to conduct the business and operations of Seller and the Seller Subsidiaries as presently conducted, except where the failure to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as do so would not result not, individually or in the aggregate, in have a Material Adverse Effect Effect on Seller. To The ownership, licensing or use of Intellectual Property by Seller or its Subsidiaries does not conflict with, infringe, misappropriate or otherwise violate the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right Intellectual Property rights of any other person with respect or entity. None of such Intellectual Property is subject to any third party outstanding order, decree, judgment, stipulation, settlement, lien, charge, encumbrance or attachment, which order, decree, judgment, stipulation, settlement, lien, charge, encumbrance or attachment would have a Material Adverse Effect on Seller. Except as Previously Disclosed, upon consummation of the transactions contemplated by this Agreement Purchaser and the Purchaser Subsidiaries will be entitled to continue to use all such Intellectual Property. Neither Property without the Company nor any of its Subsidiaries has received written notice payment of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or fees, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation licenses or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps payments (other than ongoing payments required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or under license agreements for software used by Seller or the Company or its Subsidiaries Seller Subsidiaries in Previously Disclosed amounts consistent with past practice).

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Premier National Bancorp Inc), Agreement and Plan of Reorganization (M&t Bank Corp), Agreement and Plan of Reorganization (M&t Bank Corp)

Intellectual Property. Each Lancit or one of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right valid and enforceable rights with respect to grant sublicenses) to use all patents, patent applications, trademarks , trademark applications , trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering marks and marketing data, object and source codes, know-how copyrights ( including trade secrets and other unpatented and/or unpatentable proprietary whether or confidential information, systems or procedures not registered) and other any registrations or applications for the registration of any thereof, all trade secrets, and all rights of similar rights and proprietary knowledge or equivalent effect however or wherever arising ( collectively together, the "Intellectual Property ") used which are necessary and sufficient in all material respects to conduct the Business as currently conducted or necessary for the conduct proposed to be conducted, and all such Intellectual Property which is not owned is licensed to Lancit or one of its business as now being conducted and as presently contemplated Subsidiaries pursuant to be conducted license agreements listed in the future (collectively, the “Company Intellectual Property”). Section 3(k) Item 2.14 of the Disclosure Schedule sets forth a list of Schedule. Item 2.14 identifies all material Company Intellectual Property owned and/or used by or licensed to Subsidiaries that are not wholly owned by Lancit. Neither Lancit nor any of the Company Subsidiaries nor, to the knowledge of Lancit, any other party is in breach of or default under any such license agreement and each such license or other agreement is valid and in full force and effect. Lancit and its business Subsidiaries hold the Intellectual Property owned by them free of any Liens or contractual or other restrictions other than the rights of licensees pursuant to the license agreements set forth in Item 2.14 of the Disclosure Schedule. Except as set forth on in Item 2.14 of the Disclosure Schedule, there are no rights of third parties to Lancit has not received any of the Company claims, and Lancit does not believe, that it or its Subsidiaries or its or their Intellectual Property except through licensing agreements has infringed, diluted or otherwise violated any third party's marks, copyrights, trade secrets, patents, right of publicity, right of privacy, moral rights, or other proprietary rights, libeled any third party, or engaged in false advertising or unfair competition. Except as set forth on in Item 2.14 of the Disclosure Schedule, there are no outstanding options since January 1, licenses or agreements of any kind relating to the Company Intellectual Property 1996, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company neither Lancit nor any of its Subsidiaries has received written notice of made any pending conflict with or infringement upon any claims that a third party Intellectual Property. There is no pending or has infringed, to the Company’s knowledge diluted, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor otherwise violated any of its Subsidiaries or their Intellectual Property or engaged in false advertising or unfair competition. No order, holding, decision or judgment has entered into been rendered by any consent governmental authority, and except as set forth in Item 2.14 no agreement, indemnification agreement consent or stipulation exists, forbearance to sue or settlement agreement with respect to the validity of the Company’s which would limit Lancit's or its Subsidiaries ’ ownership ' use of or right to use its Company any Intellectual Property or any advertising or promotional claim or campaign. Item 2.14 of the Disclosure Schedule contains a complete and there is no reasonable basis accurate list of all U.S. and foreign trademark and copyright registrations and applications for registration held or filed by Lancit or any of its Subsidiaries. All such claim to be successful. The Company Intellectual Property registrations are valid in full force, are held of record in Lancit's or Lancit Copyright Corporation's name (either alone or jointly with Community Television of Southern California or KCET Music Publishing), and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is are not the subject of any cancellation or other adversarial proceedings proceeding, and all such applications therefor are pending in Lancit's or Lancit Copyright Corporation's name alone or in Lancit's name together with Community Television of Southern California or KCET Music Publishing, and are not the subject of any final refusal to register or any opposition proceeding. Registrations have been issued for, or applications are pending to register, all trademarks and service marks in good standing all jurisdictions where the failure to obtain such a registration could have a Material Adverse Effect or could result in a breach of Lancit's obligations under any material license or distribution agreement. Except as set forth in Item 2.14, each individual who would be considered an author or co-author under U.S. copyright law of any episode of The Company Puzzle Place or Backyard Safari has taken all reasonable steps required either (1) made his or her contribution to perfect its ownership that episode as a work for hire under U.S. copyright law for Lancit or, in the case of The Puzzle Place, for Lancit and Community Television of Southern California, or (2) executed a written assignment and transfer of his or her copyright interest in its Company Intellectual Property and has taken reasonable security measures the episode to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied Lancit or, in all material respects the case of The Puzzle Place, with their respective contractual obligations relating to the protection Lancit and Community Television of the Company Intellectual Property used pursuant to licenses Southern California. No person is infringing on or violating the Company Intellectual Property owned or used by the Company To Lancit's knowledge, none of Lancit's or its Subsidiaries ' trade secrets, know-how or other confidential or proprietary information, the unauthorized use of which could reasonably be expected to have a Material Adverse Effect, has been disclosed to any person unless such disclosure was made pursuant to an appropriate confidentiality agreement. Except as reflected in Item 2.14 of the Disclosure Schedule, to Lancit's knowledge, its relationships with the parties to the licenses identified in Item 2.14 of the Disclosure Schedule, the loss or absence of which could reasonably be expected to have a Material Adverse Effect, are good and no such party has threatened to terminate or fail to renew any such license or relationship. Except for software which is "off-the-shelf," all software that is material to the operations of Lancit or its Subsidiaries is year 2000 compliant.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (RCN Corp /De/), Agreement and Plan of Merger (Lancit Media Entertainment LTD), Agreement and Plan of Merger (Lancit Laurence A)

Intellectual Property. Each of the The Company and its Subsidiaries owns own or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) possess adequate rights or licenses to use all patents, patent applications, trademarks , trademark applications , trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, copyright applications original works, inventions, licenses, permits approvals, inventions governmental authorizations, discoveries trade secrets, know how, customer lists, designs, manufacturing or other processes, scientific computer software, technical systems, engineering and marketing data data complication, object and source codes, know-how (including trade secrets research results and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar intellectual property rights and proprietary knowledge all applications and registrations therefore ( collectively, “Intellectual Property Property Rights”) used in or necessary for the to conduct of its business their respective businesses as now being conducted and as presently contemplated proposed to be conducted in conducted, except where the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties failure to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as do so would not result reasonably be expected to, individually or in the aggregate, in have a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity None of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed Rights have expired, expired terminated or been abandoned abandoned, or canceled are expected to expire, terminate or is be abandoned, within three years from the subject date of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing this Agreement. The Company has taken all reasonable steps required to perfect no knowledge of any infringement by the Company or any of its ownership Subsidiaries of and interest in its Company Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding their Intellectual Property Rights. The Company is not aware of any facts or circumstances which are likely to give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and has each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company their Intellectual Property Property Rights. The Company and each of its Subsidiaries have complied, has taken all reasonable steps required in accordance with sound business practice and business judgment to establish and preserve its ownership of all material respects, Intellectual Property with respect to their respective contractual obligations relating to products and technology. Neither the protection Company nor any Subsidiary is making unauthorized use of any confidential information or trade secrets of any person. The activities of any of the employees on behalf of the Company or of any Subsidiary do not violate any agreements or arrangements between such employees and third parties are related to confidential information or trade secrets of third parties or that restrict any such employee’s engagement in business activity of any nature. All licenses or other agreements under which (i) the Company or any Subsidiary employs Intellectual Property used pursuant to licenses. No person is infringing on Rights, or violating (ii) the Company or any subsidiary has granted rights to others in Intellectual Property Rights owned or used licensed by the Company or its Subsidiaries any Subsidiary are in full force and effect, and there is no default (and there exists no condition which, with the passage of time or otherwise, would constitute a default by the Company or such Subsidiary) by the Company or any subsidiary with respect thereto which would result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Drone Aviation Holding Corp.), Common Stock Purchase Agreement (Drone Aviation Holding Corp.), Common Stock Purchase Agreement (Drone Aviation Holding Corp.)

Intellectual Property. Each of the Company and its Subsidiaries subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits , inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes , know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "INTANGIBLES") used in or necessary for which are material to the conduct of its business as now being conducted and as presently contemplated to be conducted described in the future (collectively Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect 1997. To the Company’s knowledge, no other party to any best knowledge of the Third Party License Agreements is in default thereunder Company, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property Intangibles, which alleged pending conflict or alleged infringement, if adversely determined, would result in a Material Adverse Effect. There is no pending or, Except as disclosed in the SEC Documents filed prior to the Company’s knowledge date hereof hereto, threatened action, suit, proceeding or claim by others challenging the termination of the Company ’s 's ownership of of, or licensing rights right to use, any single Intangible would not result in or to any Company Intellectual Property a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company ’s 's or its Subsidiaries’ subsidiaries' ownership of or right to use its Company Intellectual Property and Intangibles and, to the best knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles which are material to the conduct of the Company's business are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No To the best knowledge of the Company, no person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries subsidiaries.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Henley Healthcare Inc), Securities Purchase Agreement (Henley Healthcare Inc), Securities Purchase Agreement (Henley Healthcare Inc)

Intellectual Property. Each (a) Schedule 4.16(a)(i) sets forth a list of the Company and all Intellectual Property owned by SES or any of its Subsidiaries owns Affiliates that (i) is registered or is duly licensed (and subject to an application for registration, in such event, has the unfettered right to grant sublicenses) to use including all patents, patent applications, trademarks, trademark applications, trade names, registered trademarks or service marks, patents or patent applications and registered copyrights, copyright applications including any pending applications to register any of the foregoing, licenses and (ii) exclusively relates to, permits is used exclusively in, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge exclusively arises out of the AMC-23 Business (collectively, “ AMC-23 Registered IP”). Schedule 4.16(a)(ii) sets forth all Intellectual Property Property licensed to SES or any of its Affiliates that is exclusively related to, used exclusively in, or exclusively arises out of the AMC-23 Business, except for commercially available off-the-shelf software and any software relating to administrative, financial or human resources functions. Schedule 4.16(a)(iii) sets forth a list of all sales software packages licensed to SES or any of its Affiliates that are used by, and material to, the AMC-23 Business. Schedule 4.16(a)(iv) sets forth a list of all Intellectual Property owned by SES or any of its Affiliates that (i) is registered or subject to an application for registration, including all registered trademarks or service marks, patents or patent applications and registered copyrights, including any pending applications to register any of the foregoing, and (ii) is material to and used by Satlynx and its Subsidiaries (collectively, the “Satlynx Registered IP” and, together with the AMC-23 Registered IP, the “Company Registered IP ). Schedule 4.16(a)(v) sets forth all Intellectual Property licensed to SES or any of its Affiliates that is used by, and is material to, Satlynx and its Subsidiaries, except for commercially available off-the-shelf software and any software relating to administrative, financial or human resources functions. (i) Satlynx and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Encumbrances other than Permitted Encumbrances) and takes all reasonable actions to protect, all material Intellectual Property used in or necessary for the conduct of its business as now currently conducted by Satlynx and its Subsidiaries (the “Satlynx Material IP”) including commercially reasonable steps to maintain the confidentiality of all information related to the Satlynx Material IP that derives economic value from not being conducted and as presently contemplated generally known to be conducted in other person who can obtain economic value from its disclosure or use; (ii) to the future (collectively knowledge of SES, the “Company use of any Intellectual Property by Satlynx and its Subsidiaries does not infringe on, misappropriate or otherwise violate in any material respect the rights of any Person and is in accordance with any applicable license pursuant to which Satlynx or any of its Subsidiaries acquired the right to use such Intellectual Property ”). Section 3(k ; (iii) to the knowledge of the Disclosure Schedule sets forth a list SES, no Person is challenging or infringing on or otherwise violating in any material respect any right of all material Company Satlynx or any of its Subsidiaries with respect to any Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties or licensed to Satlynx or any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule its Subsidiaries; (iv) since December 31, there are no outstanding options 2005, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company neither Satlynx nor any Subsidiary of the Company infringes Satlynx has transferred ownership of, or is in conflict with granted any right of any other person exclusive license with respect to any third party Intellectual Property. Neither Property that is or was at the Company time of transfer or license material to the business of Satlynx or any Subsidiary of Satlynx; and (v) neither Satlynx nor any Subsidiary of its Subsidiaries Satlynx has received written any notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge knowledge of SES, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or Satlynx and its Subsidiaries.

Appears in 3 contracts

Samples: Share Redemption Agreement (AsiaCo Acquisition LTD), Share Redemption Agreement (SES Global S.A.), Share Redemption Agreement (General Electric Capital Corp)

Intellectual Property. Each of the Company (1) It has Previously Disclosed all Registered and/or material Intellectual Property owned by it and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “ Company Scheduled Intellectual Property”). Section 3(k It or its relevant Subsidiary exclusively owns (beneficially, and of record where applicable) all Scheduled Intellectual Property, free and clear of all encumbrances, exclusive licenses and non-exclusive licenses not granted in the ordinary course of business. The Scheduled Intellectual Property is valid, subsisting and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the Company’s use thereof or its rights thereto. It and its Subsidiaries have sufficient rights to use all Intellectual Property used in its business as presently conducted, all of which rights shall survive unchanged the consummation of the Disclosure Schedule sets forth a list transactions contemplated by this Agreement. It and its Subsidiaries do not and have not in the past five years infringed or otherwise violated the Intellectual Property rights of all material Company any third party. Consummation of the transactions contemplated by this Agreement will not terminate or alter the terms pursuant to which it or any of its Subsidiaries is permitted to use any Intellectual Property licensed from third parties and will not create any rights by third parties to use any Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses Parent or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company Parent’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect Subsidiaries. To the Company’s knowledge, no person is violating any Scheduled Intellectual Property right or other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither Intellectual Property right that the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any one of its Subsidiaries has received written notice of any pending conflict holds exclusively (including in combination with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries one another).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Summit Bancshares Inc /Tx/), Agreement and Plan of Merger (Cullen Frost Bankers Inc), Agreement and Plan of Merger (Cullen Frost Bankers Inc)

Intellectual Property. Each The Transaction Agreements, taken as a whole, including the Separation and Distribution Agreement and the assets transferred thereby, the Intellectual Property Agreement (as defined in the Separation and Distribution Agreement) and the intellectual property licenses granted thereby and the other Ancillary Agreements and all services furnished thereby provide sufficient rights in or access to intellectual property owned by AT&T to enable the AT&T Broadband Group, without violating such AT&T intellectual property, to conduct its business immediately after the Effective Time in all material respects as that business was conducted by the AT&T Broadband Group immediately prior to the Effective Time. Neither AT&T nor any AT&T Subsidiary has received any notice of the Company and its Subsidiaries owns infringement of or is duly licensed ( conflict with, and, in such event to AT&T's knowledge, has there are no infringements of or conflicts with, the unfettered right rights of any Person with respect to grant sublicenses) to the use all patents of any trademark, patent applications, trademarks, trademark applications service mark, trade names name, service marks invention, copyrights patent, copyright applications trade secret, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes copyright, know-how (including trade secrets and other unpatented and/or unpatentable proprietary any registrations or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary applications for the conduct registration of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses foregoing) or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively similar type of proprietary intellectual property right that, the “Third Party License Agreements”) other than in either such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result case, individually or in the aggregate, in a have had or would reasonably be expected to have, an AT&T Broadband Material Adverse Effect . To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries .

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Comcast Corp), Agreement and Plan of Merger (Comcast Corp), Agreement and Plan of Merger (At&t Corp)

Intellectual Property. Each of the Company and its Subsidiaries subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits , inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes , know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "INTANGIBLES") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted described in the future (collectively Company's Annual Report on Form 10-K for the fiscal year ended December 31, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect 1996. To the Company’s knowledge, no other party to any best knowledge of the Third Party License Agreements is in default thereunder Company, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries subsidiaries has entered into any consent agreement consent, indemnification agreement indemnification, forbearance to sue or settlement agreement agreements with respect to the validity of the Company ’s 's or its Subsidiaries’ subsidiaries' ownership of or right to use its Company Intellectual Property and Intangibles and, to the best knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No To the best knowledge of the Company, no person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or of its Subsidiaries subsidiaries.

Appears in 3 contracts

Samples: Note Purchase Agreement (Advanced Environmental Recycling Technologies Inc), Note Purchase Agreement (Advanced Environmental Recycling Technologies Inc), Note Purchase Agreement (Advanced Environmental Recycling Technologies Inc)

Intellectual Property. Each Schedule 3.13 contains a complete and correct list of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, trademarks, patent and/or trademark applications, trademarks domain names (whether or not registered) and any patentable improvements or copyrightable derivative works thereof, trademark applications websites and intellectual property rights relating thereto, service marks, trade names, service marks, copyrights, copyright applications licenses and authorizations, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary all rights with respect to the foregoing owned or confidential information, systems or procedures) and other similar rights and proprietary knowledge licensed by the Company (collectively, the Intellectual Property Company Proprietary Rights ) used in ). The Company owns or possesses and, after giving effect to the Transactions, will continue to own or possess, all the Company Proprietary Rights which are necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in without any conflict with the future (collectively, the “Company Intellectual Property”). Section 3(k) rights of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business others. Except as set forth disclosed on Schedule 3.13 hereto, (i) as of the Disclosure Schedule date of this Agreement, the Company has not received any written notice that any Company Proprietary Rights have been declared unenforceable or otherwise invalid by any court or governmental agency or will become unenforceable or otherwise invalid as a result of the Transactions, and (ii) as of the date of this Agreement, there are no rights of third parties is, to any the knowledge of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule Company, there are no outstanding options material existing infringement, licenses misuse or agreements misappropriation of any kind relating to the Company Intellectual Property, nor is the Company bound Proprietary Rights by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in others that could have a Material Adverse Effect. To The Company has not received any written notice alleging that the Company’s knowledge, no other party to any operation of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary business of the Company infringes or is in conflict with any right material respect upon the intellectual property rights of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries others.

Appears in 3 contracts

Samples: Share Exchange Agreement (Banjo & Matilda, Inc.), Share Exchange Agreement (Clavis Technologies International Co., Ltd.), Share Exchange Agreement (Clavis Technologies International Co., Ltd.)

Intellectual Property. Each Except where the failure to do so would not have a Material Adverse Effect, each Company Party has, or has rights to use, all Intellectual Property Rights they purport to have or have rights to use, which, in the aggregate for all such Company Party, constitute all Intellectual Property Rights necessary or required for use in connection with the businesses of the Company and its Subsidiaries owns Parties as presently conducted. No Company Party has received a notice (written or otherwise) that any of the Intellectual Property Rights has expired, terminated or been abandoned, or is duly licensed expected to expire or terminate or be abandoned, within two ( 2) years from the date of this Agreement, and, in such event, to the knowledge of each Company Party no event has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, occurred that permits, inventions or would permit after notice or passage of time or both, discoveries the revocation, processes suspension or termination of such rights. No Company Party has received, scientific since the date of the latest audited financial statements included within the delivered to the Purchasers, technical a written notice of a claim, engineering nor has such a claim been threatened or could reasonably be expected to be made, and marketing data no Company Party otherwise has any knowledge that any slogan or other advertising device, object and source codes product, know-how (including trade secrets and process, method, substance or other unpatented and/or unpatentable proprietary Intellectual Property or confidential information, systems goods or procedures) and other similar rights and proprietary knowledge (collectively, “ services bearing or using any Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as Property Right presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company sold by or employed by Intellectual Property owned and/or used by Right of any Company Party violate or infringe upon the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties any Person, except as could not reasonably be expected to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in have a Material Adverse Effect. To the Company’s knowledge knowledge of each Company Party, no other party to any of the Third Party License Agreements is in default thereunder, other than all such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property Rights are enforceable and there is no reasonable basis for existing infringement by another Person of any such claim to be successful. The Company of the Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing Rights. The Each Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and Party has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its 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. No Company Party has any Intellectual Property Property Right registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those set forth in Section 3.1(m) of the Disclosure Schedule, or has granted any licenses with respect thereto other than as set forth in Section 3.1(m) of the Disclosure Schedule. The Section 3.1(m) of the Disclosure Schedule also sets forth all Contractual Obligations or other arrangements of any Company Party as in effect on the date hereof pursuant to which such Company Party has a license or other right to use any Intellectual Property owned by another Person and its Subsidiaries have complied the dates of the expiration of such Contractual Obligations or other arrangements (collectively, together with such Contractual Obligations or other arrangements as may be entered into by any Company Party after the date hereof, the “License Agreements”). All material License Agreements and related rights are in full force and effect, no default or event of default exists with respect thereto in respect of the obligations of licensor or with respect to any royalty or other payment obligations of any Company Party or any obligation of any Company Party with respect to manufacturing standards, quality control or specifications and each such Company Party is in compliance with the terms thereof in all material respects respects and no owner, with their respective contractual obligations relating to the protection licensor or other party thereto has sent any notice of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company termination or its Subsidiaries intention to terminate such license or rights.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Unique Logistics International Inc), Securities Purchase Agreement (Innocap Inc), Securities Purchase Agreement (Innocap Inc)

Intellectual Property. Each Set forth on Schedule 4.15 is a list and description of the Company all material foreign and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all domestic patents, patent applications rights, trademarks, trademark applications service marks, trade names, service marks brands, copyrights (whether or not registered and, if applicable, including pending applications for registration), software, programs, formulae, URL names and other know-how or trade secrets that are owned, Used, licensed or controlled by the Company and SBN and all goodwill associated therewith. The Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, copyright applications trademarks, licenses tradenames, permits software, inventions URL names, discoveries formulae, processes methods, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets processes and other unpatented and/or unpatentable proprietary intangible properties that are necessary or confidential information customarily Used by the Company for the ownership, systems management or procedures) and other similar rights and proprietary knowledge operation of its Properties ( collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively including, but not limited to, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business listed on Schedule 4.15. Except as set forth on Schedule 4.15, (i) the Disclosure Schedule Company is the sole and exclusive owner of all right, there are no rights of third parties title and interest in and to any all of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is and has the Company bound by or a party exclusive right to any options use and license the same, licenses or agreements free and clear of any kind claim or conflict with respect to the Intellectual Property of others; (ii) no royalties, honorariums or fees are payable by the Company to any person by reason of the ownership or use of any of the Intellectual Property; (iii) there have been no claims made against the Company asserting the invalidity, abuse, misuse, or unenforceability of any of the Intellectual Property and no grounds for any such claims exist; (iv) the Company has not made any claim of any violation or infringement by others of any of its Intellectual Property or interests therein and, to the Knowledge of the Company and the Stockholder, no grounds for any such claims exist; (v) the Company has not received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intellectual Property, and neither the use of the Intellectual Property nor the operation of the Company’s businesses is infringing or has infringed upon any intellectual property rights of others; (vi) the Intellectual Property are sufficient and include all intellectual property rights necessary for the Company to lawfully conduct its business as presently being conducted; (vii) no interest in any of the Company’s Intellectual Property has been assigned, transferred, licensed or sublicensed by the Company to any person other than GenuTec pursuant to this Agreement; (viii) to the extent that any item constituting part of the Intellectual Property has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 4.15 and were duly made and remain in full force and effect; (ix) to the Knowledge of the Company and the Stockholder, there has not been any act or failure to act by the Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other person proceeding relating to, any of the Intellectual Property or entity of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intellectual Property; ( collectively x) to the extent any of the Intellectual Property constitutes proprietary or confidential information, the “Third Party License Agreements” Company has adequately safeguarded such information from disclosure; and (xi) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All all of the Third Party License Agreements are valid, binding and Company’s current Intellectual Property will remain in full force and effect following the Closing without alteration or impairment. To the extent that any of the Intellectual Property is owned or Used by the Stockholder, SBN or any other third Person, firm or corporation, on or prior to the Closing Date, the Stockholder, SBN and such other Persons(s) shall assign all of their rights in all material respects and the Intellectual Property to the Company ’s knowledge enforceable by , without obligating GenuTec or the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually further payments or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries royalties.

Appears in 2 contracts

Samples: Amended and Restated Agreement and Plan of Merger (GenuTec Business Solutions, Inc.), Amended and Restated Agreement and Plan of Merger (GenuTec Business Solutions, Inc.)

Intellectual Property. Each of the The Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "Intangibles") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”) future. Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the The Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding infringe and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles which could reasonably expect to have a Material Adverse Affect. Neither Except as set forth on Schedule 3(l) of the Schedule of Exceptions, the Company nor any of its Subsidiaries has not received written notice of any pending conflict with or infringement upon any such third party Intellectual Property Intangibles. There Set forth on Schedule 3(l) of the Schedule of Exceptions, is no pending or a list of each patent, to registered copyright, copyright application, registered trademark, trademark application, license or permit for which the termination of the Company ’s knowledge 's ownership of, threatened action or right to use, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or could reasonably be expected to any have a Material Adverse Effect. The Company Intellectual Property. Neither the Company nor any of its Subsidiaries has not entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company ’s or its Subsidiaries’ 's ownership of or right to use its Company Intellectual Property Intangibles and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective its contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries Company.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Lifepoint Inc), Securities Purchase Agreement (Lifepoint Inc)

Intellectual Property. Each Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Thermo Electron and its Subsidiaries, taken as a whole, (i) Thermo Electron or a Subsidiary of Thermo Electron (A) owns and is listed in the records of the Company appropriate United States, state or foreign registry as the current owner of record for each application and its Subsidiaries owns registration of Intellectual Property or is duly licensed ( and, in such event, B) has the unfettered a legally enforceable right to grant sublicenses use (in each case, free and clear of any Liens) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property”) Property used in or necessary for the conduct of its business as now being conducted currently conducted, including without limitation all patents and patent applications and all trademark registrations and trademark applications; (ii) except as presently contemplated to be conducted set forth in the future (collectively, the “Company Intellectual Property”). Section 3(k 3.2(m)(ii) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Thermo Electron Disclosure Schedule, there are no rights to the Knowledge of third parties to any Thermo Electron, the conduct of the Company Intellectual Property except business of Thermo Electron and its Subsidiaries as currently conducted does not infringe on or misappropriate, either directly or indirectly (such as through licensing agreements. Except as set forth on the Disclosure Schedule contributory infringement or inducement to infringe), there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property rights of any other person Person, and the use by Thermo Electron or entity (collectively any of its Subsidiaries of any Intellectual Property is, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company Knowledge of Thermo Electron, in accordance with their respective terms in all material respects any applicable grant, subject license, agreement, instrument or other arrangement pursuant to general principles which Thermo Electron or any Affiliate acquired the right to use such Intellectual Property; (iii) to the Knowledge of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge Thermo Electron, no other party to any of the Third Party License Agreements Person is in default thereunder misappropriating, other than such defaults as would not result infringing, individually diluting or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with otherwise violating any right of Thermo Electron or any other person of its Subsidiaries with respect to any third party Intellectual Property. Neither Property owned or used by Thermo Electron or any of its Subsidiaries, and no such claims, suits, arbitrations or other adversarial proceedings have been brought or threatened against any Person by Thermo Electron or any of its Subsidiaries; (iv) to the Company Knowledge of Thermo Electron, except as set forth in Section 3.2(m)(iv) of the Thermo Electron Disclosure Schedule, neither Thermo Electron nor any of its Subsidiaries has received written notice by any Person of any pending conflict with or threatened claim, suit, action, mediation, arbitration, order or other adversarial proceeding (A) alleging infringement upon (or other violation) by Thermo Electron or any third party of its Subsidiaries of Intellectual Property. There is no pending or Property or other rights of any Person or (B) challenging Thermo Electron's or any of its Subsidiaries' ownership or use of, or the validity, enforcement, registrability or maintenance of, any Intellectual Property owned or used by Thermo Electron or any of its Subsidiaries, and, to the Company’s knowledge Knowledge of Thermo Electron, threatened action no Intellectual Property owned or used by Thermo Electron or any of its Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in the abandonment, suit cancellation or unenforceability of such Intellectual Property; (v) to the Knowledge of Thermo Electron, proceeding the Intellectual Property owned or claim used by others challenging Thermo Electron or any of its Subsidiaries (A) has been duly maintained, (B) is subsisting, in full force and effect, (C) is valid and enforceable, (D) has not expired, been cancelled or abandoned and (E) all maintenance, registration and renewal fees necessary to preserve the Company’s ownership rights of Thermo Electron in connection with such Intellectual Property have been paid in a timely manner, and there are no actions that must be taken by Thermo Electron or licensing any of its Subsidiaries within 90 days from the date hereof, including the payment of any registration, maintenance or renewal fees or the filing with the United States Patent and Trademark Office or such other appropriate U.S. or foreign office or similar administrative agency of documents, applications or certificates for the purposes of obtaining, maintaining, perfecting, preserving or renewing any rights in the registered or to any Company applied-for Intellectual Property . Neither ; (vi) to the Company Knowledge of Thermo Electron, except as set forth in Section 3.2(m)(vi) of the Thermo Electron Disclosure Schedule, neither Thermo Electron nor any of its Subsidiaries has entered into any consent agreement consents, indemnification agreement judgments, forbearance orders, indemnifications, forbearances to sue sue, settlement agreements, licenses or settlement agreement with respect to the validity other arrangements which (A) restrict Thermo Electron's or any of the Company’s or its Subsidiaries ’ ownership of or ' right to use any Intellectual Property, (B) restrict Thermo Electron's or any of its Company Subsidiaries' businesses in order to accommodate a third Person's Intellectual Property and there is no reasonable basis for rights, (C) permit third parties to use any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired owned or been abandoned controlled by Thermo Electron or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all any of its Company Intellectual Property. The Company and its Subsidiaries have complied, or (D) reasonably would be expected to provide a third Person a defense to patent infringement in all material respects, connection with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company any Intellectual Property owned or used by Thermo Electron; (vii) to the Company Knowledge of Thermo Electron, Thermo Electron and each of its Subsidiaries has used reasonable best efforts to maintain the confidentiality of the Intellectual Property and all other property used in the business of Thermo Electron or any of its Subsidiaries as presently conducted; and (viii) each current and former employee of Thermo Electron or any of its Subsidiaries who has contributed to or participated in research and development activities will not, after giving effect to the transactions contemplated herein, own or retain any rights to use any of the Intellectual Property owned or used by Thermo Electron or any of its Subsidiaries . To the Knowledge of Thermo Electron, no software used in the conduct of its business (a) contains any device or feature designed to disrupt, disable, or otherwise impair its functioning, or (b) is subject to the terms of any "open source" or other similar license requiring source code of software owned by Thermo Electron to be publicly distributed or dedicated to the public, other than any such device, feature or license which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Thermo Electron and its Subsidiaries, taken as a whole. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to Thermo Electron's right to own, use, or hold for use any of the Intellectual Property owned, used, or held for use in the conduct of its business as currently conducted other than any such losses, impairments, payments, conflicts, or failure to obtain consents, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Thermo Electron and its Subsidiaries, taken as a whole.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Thermo Electron Corp), Agreement and Plan of Merger (Fisher Scientific International Inc)

Intellectual Property. Each of the Company and its Subsidiaries subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits , inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes , know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "INTANGIBLES") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”) conducted. Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by Neither the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to nor any subsidiary of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses infringes or agreements of is in conflict with any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind other person with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result Intangibles which, individually or in the aggregate, in a Material Adverse Effect. To if the Company’s knowledge subject of an unfavorable decision, no other party to any of the Third Party License Agreements is in default thereunder ruling or finding, other than such defaults as would not result, individually or in the aggregate, in have a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or its subsidiaries has received written notice that it is in conflict with any right of any other person with respect to any infringing upon third party Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries subsidiaries has entered into any consent agreement consent, indemnification agreement indemnification, forbearance to sue or settlement agreement agreements with respect to the validity of the Company ’s 's or its Subsidiaries’ subsidiaries' ownership of or right to use its Company Intellectual Property Intangibles and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No To the Company's knowledge, person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (International Microcomputer Software Inc /Ca/), Securities Purchase Agreement (International Microcomputer Software Inc /Ca/)

Intellectual Property. Each Franklin and each of the Company and its Subsidiaries owns (without lien or is duly licensed (and, in such event, has the unfettered right to grant sublicenses encumbrance of any kind) or possesses valid and binding licenses and other rights to use without payment all material patents, patent applications copyrights, trademarks, trademark applications trade secrets, trade names, service marks servicemarks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering trademarks and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) computer software used in or necessary for the conduct its businesses; and neither Franklin nor any of its business as now being conducted Subsidiaries has received any notice of conflict with respect thereto that asserts the right of others. Franklin and as presently contemplated each of its Subsidiaries have in all material respects performed all the obligations required to be conducted performed by them and are not in the future (collectively default in any material respect under any contract, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule agreement, there are no rights of third parties arrangement or commitment relating to any of the Company Intellectual Property foregoing, except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses where such non-performance or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as default would not result not, individually or in the aggregate, in have or be reasonably likely to have a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company Effect on Franklin and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection as a whole. Schedule 3.19 of the Company Intellectual Property used pursuant to licenses. No person Franklin Disclosure Schedule lists all patents, registered copyrights, trade names, servicemarks, trademarks of Franklin and its Subsidiaries and whether such intellectual property is infringing on or violating the Company Intellectual Property owned or used licensed by the Company or Franklin and its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Place Financial Corp /De/), Agreement and Plan of Merger (Franklin Bancorp Inc Mi)

Intellectual Property. Each As of August 31, 2001, the Company and its Subsidiaries owns Intellectual --------------------- Property that is owned by ViroPharma is owned free from any material liens or is duly licensed restrictions ( and, except as otherwise set forth in an Intellectual Property License in respect of such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property ”) used in or necessary for the conduct of its business as now being conducted ), and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there Licenses are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects terms, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach are free and clear of any material liens or restrictions, except (a) where the failure to be free from such Third Party License Agreements, other than such breaches as liens or restrictions would not result, individually or in the aggregate, in have a Material Adverse Effect , taken as a whole, or (b) as set forth in such Intellectual Property License. To As of August 31, 2001, to the Company’s knowledge Knowledge of ViroPharma, no other party to any the conduct of the Third Party License Agreements is business of ViroPharma, as now conducted and proposed to be conducted under the Copromotion and Codevelopment Agreement does not infringe or conflict with the rights of any third party in default thereunder respect of any Intellectual Property, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary and none of the Company infringes Intellectual Property is being infringed by any third party. As of August 31, 2001, there is no claim or is in conflict with any right demand of any other person with respect to or entity pertaining to, or any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There proceeding which is no pending or, to the Company’s knowledge Knowledge of ViroPharma, threatened action threatened, suit, proceeding or claim by others challenging that challenges the Company’s ownership rights of or licensing rights ViroPharma in or to respect of any Company Intellectual Property . Neither the Company nor , or that claims that any of its Subsidiaries has entered into default exists under any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any License, except where such claim claim, demand or proceeding would not materially affect the ability of ViroPharma to conduct its business as presently conducted or proposed to be successful conducted under the Copromotion and Codevelopment Agreement. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed For purposes of this Agreement, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its "Company Intellectual Property . The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to " means the protection of the Company Intellectual Property used that is owned by ViroPharma and the Intellectual Property subject to an Intellectual Property License pursuant to licenses. No person which its use by ViroPharma is infringing on or violating the Company Intellectual Property owned or used permitted by the Company or its Subsidiaries any third party.

Appears in 2 contracts

Samples: And Codevelopment Agreement (Viropharma Inc), Stock Purchase Agreement (Viropharma Inc)

Intellectual Property. Each (i) Set forth on Section 4K of the Company Disclosure Letter is a true and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a accurate list of all material (A) issued patents and patent applications, (B) trademark and service mark registrations and applications for registration thereof and material unregistered trademarks, (C) registrations of and applications for copyrights and mask works, and (D) internet domain name registrations and applications therefor, in each case that are owned by the Company or any of its Subsidiaries. Each such item of Company Intellectual Property owned and/or used by and each pending patent application has been duly maintained or prosecuted, as applicable, and has not been cancelled, expired or abandoned. Section 4K of the Company Disclosure Letter also sets forth (1) each material license in effect as of the date of this Agreement of Company Intellectual Property to a third party, (2) each material third party license of Intellectual Property Rights to the Company or its business Subsidiaries, excluding licenses of commercially available off the shelf software, and (3) any material joint development agreement for next generation fire products (each, a “License Agreement”). Except as set forth on the Disclosure Schedule, there are no rights of third parties to any Section 4K of the Company Intellectual Property Disclosure Letter, (x) each License Agreement is in full force and effect and is valid and legally binding on the Company or a Subsidiary that is a party thereto, (y) neither the Company nor any Subsidiary is in material default or breach of such License Agreement, and no event has occurred that with notice or lapse of time would constitute a material default or breach or permit termination, or any material modification, or acceleration of material rights thereunder; and (z) neither the Company nor any Subsidiary has granted any sublicense with respect to such License Agreement except through licensing agreements in the ordinary course of business and as permitted under the applicable License Agreement. Except as set forth on Section 4K of the Company Disclosure Schedule Letter, there are no outstanding options, licenses the Company or agreements one of any kind relating its Subsidiaries owns and possesses good title to the all Company Intellectual Property, nor is free of Liens (other than Permitted Encumbrances). The Company and its Subsidiaries own or have a valid right to use all material Intellectual Property Rights used in their businesses as presently conducted. Except as set forth on Section 4K of the Company bound by Disclosure Letter, no claims are pending or, to the knowledge of the Company, threatened against the Company or a party to any options, licenses or agreements of any kind its Subsidiaries with respect to the ownership, use, enforceability or validity of any Company Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither neither the Company nor any of its Subsidiaries has received written notice brought any claim for infringement or misappropriation of any pending conflict with or infringement upon Company Intellectual Property against any third party Intellectual Property party. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership Each item of or licensing rights in or to any (i) Company Intellectual Property , and (ii) Intellectual Property Rights owned by third parties which are the subject of a License Agreement will be owned or available for use by the Company and the Subsidiaries on substantially the same terms and conditions immediately subsequent to the Closing as immediately prior to the Closing, except in the case of Intellectual Property Rights which are the subject of a License Agreement, where the failure to be owned or available for use would not result in a Company Material Adverse Effect. Neither Except as set forth on Section 4K of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has entered into any consent agreement have been sued or charged as a defendant in, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity knowledge of the Company ’s , threatened in writing with any claim, suit, action, or its Subsidiaries’ proceeding which involves a claim of infringement, misappropriation or dilution of any Intellectual Property Rights of any third party or conflicting ownership rights of or right to use its any Company Intellectual Property and there is no reasonable basis for any such claim which has not been finally terminated prior to be successful the date hereof which if determined adversely to the Company and its Subsidiaries would result in a Company Material Adverse Effect. The Except as would not result in a Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed Material Adverse Effect, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures Intellectual Property Rights owned by third parties which are the subject of a License Agreement which derive independent economic value, actual or potential, from not being generally known to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The public have been maintained by the Company and its Subsidiaries have complied, in all material respects, confidence in accordance with their respective contractual obligations relating to the protection of procedures that the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries believes are adequate for protection.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Safety Products Holdings, Inc.), Purchase and Sale Agreement (Norcross Safety Products LLC)

Intellectual Property. Each (a) The Company or a Subsidiary is the sole and exclusive owner of, or has the exclusive right to use, all Intellectual Property used or contemplated for use in the conduct of the Company’s business, including without limitation, the Intellectual Property identified in Schedule 2-3.16(a)(1). All Intellectual Property identified in Schedule 2-3.16(a)(1) was conceived, developed, reduced to practice or otherwise made by or for the Company or a Subsidiary by the current or former employees, consultants or independent contractors of the Company and or a Subsidiary, or its Subsidiaries owns predecessors-in-interest (each of whom has validly assigned or is duly obligated to assign all of his or her right, title and interest therein in writing to the Company or a Subsidiary) or was purchased and is owned or licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in or a Subsidiary, or its business predecessors-in-interest, free and clear of claims and rights of any other Person. Except as set forth on the Disclosure Schedule, there are no rights of third parties in Schedule 2-3.16(a)(2) to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses licenses, agreements, claims, encumbrances or agreements shared ownership of interests of any kind relating to the Company any Intellectual Property Property owned, nor is the Company bound licensed, conceived, developed, reduced to practice or otherwise made by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries , including without limitation the Intellectual Property identified in Schedule 2-3.16(a)(1). Each of the Company and the Subsidiaries has taken all commercially reasonable steps to establish and preserve its ownership, and all rights in, any Intellectual Property owned, licensed, conceived, developed, reduced to practice or otherwise made by or for the Company or its Subsidiaries, including without limitation the Intellectual Property listed in Schedule 2-3.16(a)(1). All necessary registration, maintenance and renewal fees for the Intellectual Property listed in Schedule 2-3.16(a)(1) are currently satisfied. All assignments, security agreements, certifications or other relevant documents and/or agreements that may affect any rights or interests of the Intellectual Property identified in Schedule 2-3.16(a)(1) have been properly filed with the relevant patent, copyright, trademark or other authority in the United States or relevant foreign jurisdiction.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Uni-Pixel), Securities Purchase Agreement (Tudor Investment Corp Et Al)

Intellectual Property. Each (a) Except as set forth in Section 5.8(a) of the Company Disclosure Schedule, the Company and its each of the Company Subsidiaries owns own and possess free and clear of any Liens, or is duly licensed (and, in such event, has have the unfettered valid and enforceable right to grant sublicenses) to use all use, the licenses, patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights , copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes , know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures ) and other similar ), trademarks, service marks, trade names, domain names, inventions, software, data, databases, specifications, designs, performing rights and proprietary knowledge literary, dramatic, musical or artistic rights (collectively, "Intellectual Property ") used presently employed by them in or necessary for connection with the conduct operation of its business as the businesses now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”) operated by them. Section 3(k 5.8(a) of the Company Disclosure Schedule sets forth a complete list of in all material respects of all: (i) patented and registered Intellectual Property, and pending patent applications or applications for registration of Intellectual Property, owned or filed by the Company Intellectual Property or any Company Subsidiary, (ii) all trade names and material unregistered trademarks, service marks and copyrights owned and/or or used by the Company in its business. Except as set forth on or any Company Subsidiary, and (iii) all licenses of Intellectual Property to which the Disclosure Schedule, there are no rights of third parties to Company or any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor Subsidiaries is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity ( collectively, the “Third Party License Agreements”) other than such licenses of mass-marketed software acquired or agreements arising from the purchase licensed for a license fee of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed less than $ 25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property 200,000 per annum). Neither the Company nor any of its the Company Subsidiaries has received written any notice of any pending infringement or misappropriation of or conflict with asserted Intellectual Property rights of others. To the knowledge of the Company, the use of such Intellectual Property in connection with the business and operations of the Company and the Company Subsidiaries does not infringe, in any material respects, on the rights of any person or infringement upon entity. To the knowledge of the Company, no material claim by any third party Intellectual Property. There is no pending or contesting the validity, to the Company’s knowledge enforceability, threatened action, suit, proceeding use or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or any Company Subsidiary, is currently outstanding or is threatened. The Company has not received any notices of, and the Company has no knowledge of any facts which indicate a reasonable likelihood of, any material infringement or misappropriation by any third party with respect to the Intellectual Property of the Company or any Company Subsidiary. All of the Intellectual Property owned or used by the Company or any Company Subsidiary as of the date hereof will be owned or leased, subject to any modification of a license agreement agreed upon by the Company in the ordinary course of business, by the Company or such Company Subsidiary on identical terms and conditions immediately subsequent to the Closing except for such changes which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary has taken all reasonable and necessary actions to maintain and protect its Subsidiaries Intellectual Property except for those actions, which the failure to take, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vdi Multimedia), Agreement and Plan of Merger (VMM Merger Corp)

Intellectual Property. Each of the Company The attached "Intellectual Property Schedule" contains a complete and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a accurate list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company in connection with its ownership and publication of the Directories and the operation of its business and such Intellectual Property comprises all proprietary or other intellectual property rights necessary for operation and publication of the Directories as currently operated and published. The Intellectual Property Schedule identifies each license, agreement, or other permission which the Company has granted to any third party with respect to any of its Subsidiaries Intellectual Property (together with any exceptions). With respect to each item of Intellectual Property that the Company owns in connection with the operation of the Directories: (i) the Company possesses all right, title, and interest in and to the item; (ii) the item is not subject to any outstanding judgment, order, decree, stipulation, injunction, or charge; and (iii) no charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand is pending or, to Sellers' knowledge, threatened which challenges the legality, validity, enforceability, use, or ownership of the item. The Company has taken all necessary or desirable action to protect each item of Intellectual Property that it owns.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Transwestern Publishing Co LLC), Stock Purchase Agreement (Transwestern Holdings Lp)

Intellectual Property. Each The Company and its Subsidiaries own, or have the right to use, sell or license all material Intellectual Property Rights (as defined below) necessary or required for the conduct of their respective businesses as presently conducted (such Intellectual Property Rights being hereinafter collectively referred to as the "COMPANY IP RIGHTS") and such rights to use, sell or license are reasonably sufficient for such conduct of their respective businesses. The execution, delivery and performance of this Agreement and the consummation of the Transactions contemplated hereby will not constitute a material breach of any instrument or agreement governing any Company IP Right (the "COMPANY IP RIGHTS AGREEMENTS"), will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Company IP Right or materially impair the right of the Company or any of its Subsidiaries to use, sell or license any Company IP Right or portion thereof (except where such breach, forfeiture or termination would not have a Material Adverse Effect on the Company and its Subsidiaries owns taken as a whole). Except for any Company IP Rights Agreements listed in Section 2.12 of the Company Disclosure Letter, neither the Company nor any Subsidiary has any contract, obligation or commitment to pay royalties, honoraria, fees or other payments to any person by reason of the ownership, use, license, sale or disposition of the Company IP Rights which involves a potential commitment in excess of $50,000. To the knowledge of the Company, no Intellectual Property owned by the Company or any Subsidiary infringes any Intellectual Property Right of any other party; and there is duly licensed (and no pending or, in to the best knowledge of the Company, threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any Company IP Right nor, to the best knowledge of the Company, is there any basis for any such event claim, nor has the unfettered right Company received any notice asserting that any Company IP Right or the proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other party, nor, to grant sublicenses) the best knowledge of the Company, is there any basis for any such assertion. The Company has taken reasonable and practicable steps designed to use safeguard and maintain the secrecy and confidentiality of, and its proprietary rights in, all material Company IP Rights. As used herein, the term "INTELLECTUAL PROPERTY RIGHTS" shall mean all worldwide industrial and intellectual property rights, including, without limitation, patents, patent applications , patent rights, trademarks, trademark applications, trade names, service marks, copyrights service mark applications, copyright, copyright applications, franchises, licenses, permits inventories, know-how, trade secrets, customer lists, proprietary processes and formulae, all source and object code, algorithms, architecture, structure, display screens, layouts, inventions, discoveries development tools and all documentation and media constituting, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary describing or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property above, nor is the Company bound by or a party to any options including, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively without limitation, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products manuals, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding memoranda and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries records.

Appears in 2 contracts

Samples: Loan Purchase Agreement and Transfer (Davel Communications Inc), Loan Purchase Agreement and Transfer and Assignment of Shares (Mobilepro Corp)

Intellectual Property. Each of Except as disclosed in Schedule 4(i) or the SEC Documents, the Company and each of its Subsidiaries subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits , inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes , know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "INTANGIBLES") used in or necessary for the conduct of its business as now being conducted and as presently contemplated proposed to be conducted in the future (collectively conducted, the “Company Intellectual Property”). Section 3(k) failure of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties which to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as have would not result, individually or in the aggregate, in have a Material Adverse Effect. To Other than as disclosed in the Company ’s knowledge 's SEC Documents, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither neither the Company nor any of its Subsidiaries subsidiaries has received written notice of any pending that it is infringing upon or in conflict with or infringement upon any third party Intellectual Property Intangibles. There is no pending or, to Other than as disclosed in the Company ’s knowledge 's SEC Documents, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither neither the Company nor any of its Subsidiaries subsidiaries has entered into any consent agreement consent, indemnification agreement indemnification, forbearance to sue or settlement agreement agreements with respect to the validity of the Company ’s 's or its Subsidiaries’ such subsidiary's ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful Intangibles. The Company Intellectual Property Intangibles are valid and enforceable enforceable, and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect complied with its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No To the Company's knowledge, no person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries Company.

Appears in 2 contracts

Samples: Securities Purchase and Registration Agreement (Theglobe Com Inc), Securities Purchase and Registration Agreement (Theglobe Com Inc)

Intellectual Property. Each of the Company and its Subsidiaries subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits , inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes , know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "INTANGIBLES") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted described in the future (collectively Company's Annual Report on Form 10-K for the fiscal year ended December 31, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect 1996. To the Company’s knowledge, no other party to any best knowledge of the Third Party License Agreements is in default thereunder Company, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries subsidiaries has entered into any consent agreement consent, indemnification agreement indemnification, forbearance to sue or settlement agreement agreements with respect to the validity of the Company ’s 's or its Subsidiaries’ subsidiaries' ownership of or right to use its Company Intellectual Property and Intangibles and, to the best knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and are in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries subsidiaries have complied, in all material respects, with their its respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No To the best knowledge of the Company, no person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Accent Software International LTD), Securities Purchase Agreement (Accent Software International LTD)

Intellectual Property. Each of the (a) The Company has all good title to or valid and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) enforceable rights under contract to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Company Intellectual Property”) used in Property material to or necessary for to conduct the conduct of its business Business as now being it is presently conducted and as presently contemplated by the Company, free and clear of all Liens (other than Permitted Liens and Liens set forth on Schedule 3.15(a) which will be terminated on or prior to be conducted the Closing). No Seller and no officer, director or employee of the Company, or any of their respective Affiliates, has any ownership, royalty, license or other interest in any of the future (collectively, the “ Company Intellectual Property ”). Section 3(k) of the Disclosure Schedule sets forth a list of , and all material such Persons who have developed, in whole or in part, any Company Intellectual Property owned and/or used by have duly executed a valid and enforceable agreement assigning all rights therein to the Company in its business and agreeing to maintain the confidentiality of all confidential or proprietary information. Except as set forth on Schedule 3.17(a), the Disclosure Schedule, there are no rights validity and enforceability of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on or the Disclosure Schedule title of the Company thereto has not been questioned in any litigation, governmental inquiry or proceeding and, to the Knowledge of the Company and the Major Sellers, there are no outstanding options facts or information that would raise any colorable questions about the validity, licenses enforceability or agreements ownership of any kind relating to the Company Intellectual Property , nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing . The Company has taken all reasonable steps required actions necessary and appropriate to perfect its ownership preserve the confidentiality of all trade secrets, proprietary and interest in its other Confidential Information material relating to the Business. The Company does not have any Company Intellectual Property Registrations. Other than as set forth in Schedule 3.8(a)(v) and has taken reasonable security measures Schedule 3.8(a)(viii), there is no agreement or arrangement by which the Company grants or receives rights in or to protect the secrecy (e.g., confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied licenses, in all material respects assignments, with their respective contractual obligations relating non-assertions, covenants not to the protection sue and/or escrow agreements) any of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries Property.

Appears in 2 contracts

Samples: Share Purchase Agreement (Par Pharmaceutical Companies, Inc.), Share Purchase Agreement (Par Pharmaceutical Companies, Inc.)

Intellectual Property. Each Section 7.11 of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Pinnacle Disclosure Schedule sets forth a list all of all material Company the statutorily registered or issued Pinnacle Intellectual Property owned and/or used by the Company in its business Property. Except as set forth on in Section 7.11 of the Pinnacle Disclosure Schedule, there Pinnacle and its Subsidiaries own, or are no rights of third parties licensed or otherwise have the right or license to any use inventions that are the subject of the Company Intellectual Property except through licensing agreements. Except as set forth on United States and foreign patents and applications thereto, registered trademarks, trademarks, registered service marks, service marks, trade names, copyrights, software and know-how currently used by Pinnacle and its Subsidiaries in their respective businesses (the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company "Pinnacle Intellectual Property , nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements” ") other than the trademarks Swanson and Vlasic (such licenses trademarks not to include any other trademarks or agreements arising from terms used in association with the purchase of generally available products trademarks Swanson and Vlasic), as except where the failure to which so own, license or otherwise have the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and right to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any use such Third Party License Agreements, other than such breaches as Pinnacle Intellectual Property would not result not, individually or in the aggregate, in have a Pinnacle Material Adverse Effect. To Pinnacle and its Subsidiaries, own, or are licensed or otherwise have the Company’s knowledge right or license to use, no the trademarks Swanson and Vlasic (such trademarks not to include any other party to any trademarks or terms used in association with the trademarks Swanson and Vlasic) as currently used by Pinnacle and its Subsidiaries in their respective businesses. Except as set forth in Section 7.11 of the Third Party License Agreements is in default thereunder Pinnacle Disclosure Schedule, other than such defaults as would not result (a) to the Knowledge of Pinnacle, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary use of the Company infringes Pinnacle Intellectual Property by Pinnacle and its Subsidiaries does not interfere with, infringe upon, misappropriate or is in otherwise come into conflict with any right intellectual property rights of any other person with respect to and Pinnacle has not received any third party Intellectual Property. Neither the Company nor written demand, claim or notice from any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement person with respect to the Pinnacle Intellectual Property which challenges the validity of any Pinnacle Intellectual Property; (b) to the Company’s Knowledge of Pinnacle, no other person is interfering with, infringing upon, misappropriating or otherwise coming into conflict with any Pinnacle Intellectual Property; (c) no trademark or service mark owned, or to the Knowledge of Pinnacle licensed, by Pinnacle or its Subsidiaries’ ownership Subsidiaries is involved in the United States or Canada in any opposition, cancellation or equivalent proceeding, and to the Knowledge of Pinnacle, no such action has been threatened; (d) no patent owned by Pinnacle is involved in the United States or right Canada in any interference, reissue, reexamination or equivalent proceeding; and (e) Pinnacle has not granted a license to any person to use its Company any Pinnacle Intellectual Property and there is no reasonable basis for other than licenses granted in the ordinary course of business or under any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and agreement set forth in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection Section 7.11 of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries Pinnacle Disclosure Schedule.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (Aurora Foods Inc /De/), Agreement and Plan of Reorganization and Merger (Sea Coast Foods, Inc.)

Intellectual Property. Each (i) It and each of the Company and its Subsidiaries owns or is duly licensed ( possesses sufficient legal rights to all Intellectual Property necessary for their respective businesses as now conducted and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary its knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated proposed to be conducted in the future (collectively conducted, the “Company Intellectual Property”). Section 3(k) without any known infringement of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties others. Other than non-exclusive licenses to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule government agency customers and patents which are jointly-owned with customers or employees, there are no outstanding options, licenses or agreements of any kind relating to the Company its or any of its Subsidiary’s Intellectual Property, nor is the Company it or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) Person other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” or standard products . All ; provided, however, that it or its Subsidiaries may, in the future, enter into certain non-exclusive licenses with customers, or joint venture or co-invention agreements, among other forms of agreement (collectively, the "Specified Agreements"), which may result in the joint-ownership of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for with customers, employees, consultants or team members, if any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed , expired or been abandoned or canceled or is so long as (a) the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied Subsidiaries, in all material respects as applicable, with their respective contractual obligations relating provide to the protection Purchaser, prior to the execution thereof, final forms of all such Specified Agreements (with fully executed copies thereof following the execution thereof) and (b) such nonexclusive licenses or joint ownership of Intellectual Property as contemplated by the Specified Agreements do not diminish the value of, or impair the practical realization upon the Intellectual Property constituting Collateral in existence as of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating Closing Date as determined by Laurus in the Company Intellectual Property owned or used by the Company or good faith exercise of its Subsidiaries reasonable discretion.

Appears in 2 contracts

Samples: Security Agreement (Spacedev Inc), Security Agreement (Spacedev Inc)

Intellectual Property. Each Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on IDEC, (i) IDEC and each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered a legally enforceable right to grant sublicenses use (in each case, free and clear of any Liens) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property”) Property used in or necessary for the conduct of its business as now being conducted currently conducted, including without limitation all patents and as presently contemplated patent applications and all trademark registrations and trademark applications; (ii) to be conducted in the future (collectively Knowledge of IDEC, the “Company conduct of the business of IDEC and its Subsidiaries as currently conducted does not infringe on or misappropriate, either directly or indirectly, the Intellectual Property rights of any Person and the use by IDEC or its Subsidiaries of any Intellectual Property is, to the Knowledge of IDEC, in accordance with any applicable grant, license, agreement, instrument or other arrangement pursuant to which IDEC or any Affiliate acquired the right to use such Intellectual Property ”). Section 3(k ; (iii) to the Knowledge of IDEC, no Person has advised IDEC or any of its Subsidiaries in writing that it is challenging or threatening to challenge the Disclosure Schedule sets forth a list ownership, use, validity or enforceability of all material Company any Intellectual Property owned and/or or used by the Company in IDEC or its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating Subsidiaries; (iv) to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements Knowledge of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge IDEC, no other party to any of the Third Party License Agreements Person is in default thereunder misappropriating, other than such defaults as would not result infringing, individually diluting or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with otherwise violating any right of IDEC or any other person of its Subsidiaries with respect to any third party Intellectual Property. Neither Property owned or used by IDEC or its Subsidiaries; (v) to the Company Knowledge of IDEC, neither IDEC nor any of its Subsidiaries has received written notice of any pending conflict or threatened claim, order or proceeding with respect to the validity, enforcement or infringement upon maintenance of any third party Intellectual Property. There is no pending or Property owned or used by IDEC or its Subsidiaries and, to the Company’s knowledge Knowledge of IDEC, threatened action no Intellectual Property owned or used by IDEC or its Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in the abandonment, suit, proceeding cancellation or claim by others challenging the Company’s ownership unenforceability of or licensing rights in or to any Company such Intellectual Property . Neither ; (vi) to the Company Knowledge of IDEC, the Intellectual Property owned or used by IDEC or its Subsidiaries has not expired, been cancelled or abandoned and all maintenance and renewal fees necessary to preserve the rights of IDEC in connection with such Intellectual Property have been paid in a timely manner; (vii) neither IDEC nor any of its Subsidiaries has entered into any consent agreement consent, indemnification agreement indemnification, forbearance to sue or sue, settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed agreement, expired or been abandoned or canceled or is the subject of cancellation license or other adversarial proceedings, and all applications therefor are pending and arrangement which reasonably could be expected to provide a third party a defense to patent infringement in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, connection with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company any Intellectual Property owned or used by IDEC; (viii) to the Company Knowledge of IDEC, IDEC and each of its Subsidiaries has implemented commercially reasonable measures to maintain the confidentiality of the Intellectual Property and all other property used in the business of IDEC or its Subsidiaries Subsidiaries as presently conducted; (ix) each current and former employee of IDEC or its Subsidiaries who has contributed to or participated in research and development activities has entered into an agreement with IDEC or a IDEC Subsidiary that has accorded IDEC or the Subsidiary full, effective and exclusive ownership rights in and to all tangible or intangible property created thereby; and (x) each employee, officer and director of IDEC or its Subsidiaries has entered into an agreement to maintain the confidential information of IDEC and its Subsidiaries and, to the Knowledge of IDEC, all consultants of IDEC or its Subsidiaries who have been in a position to receive any confidential information of IDEC or its Subsidiaries have entered into written agreements with IDEC or its Subsidiaries to maintain the confidentiality of all such information.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Biogen Inc), Ii Agreement and Plan of Merger (Idec Pharmaceuticals Corp / De)

Intellectual Property. Each of Except as set forth on Schedule 4.13(a), to the Company’s Knowledge, the Company and each of its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right possesses sufficient legal rights to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications service marks, trade names, service marks, copyrights, copyright applications trade secrets, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets information and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge ( collectively, collectively “Intellectual Property Property Rights”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively conducted, the “Company Intellectual Property”). Section 3(k) without any known infringement of the Disclosure Schedule sets forth a list rights of all material Company Intellectual Property owned and/or used by the Company in its business others. Except as set forth on Schedule 4.13(b), neither the Disclosure Schedule, there are no rights of third parties to Company nor any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor its Subsidiaries is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights of the Company or its Subsidiaries or any other person or entity (collectively Person, the “Third Party License Agreements”) other than such licenses or agreements arising from relating to the purchase of generally available products, as to which the aggregate consideration paid by Company’s or due from the Company does not exceed $25,000 in value, or its Subsidiaries’ use rights regarding “off the shelf” products or standard products or “shrink wrap” licenses. All of the Third Party License Agreements are valid Except as set forth on Schedule 4.13(c), binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects Knowledge, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither neither the Company nor any of its Subsidiaries has received written notice that it is infringing upon or violating, or that by conducting its business as proposed it would infringe upon or violate the right or claimed right of any pending conflict Person under or with respect to any Intellectual Property Rights or infringement upon licenses of third parties. Except as set forth on Schedule 4.13(d), the Company is not aware of any violation by a third party of any of the Intellectual Property Property Rights of the Company or its Subsidiaries. There is no pending or Except as set forth on Schedule 4.13(e), to the Company’s knowledge Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither neither the Company nor any of its Subsidiaries has entered into is obligated or under any consent agreement liability to make payments by way of royalties, indemnification agreement fees or otherwise to any owner or licensor of, forbearance other claimant to, or party to sue any option, license or settlement agreement of any kind with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company to, any Intellectual Property and there is no reasonable basis Rights except for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is commercially available software which the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied license on standard terms. Schedule 4.13(f) sets forth a list of all Intellectual Property Rights of the Company, in all its Subsidiaries or any other Person that are material respects, with their respective contractual obligations relating to the protection operation of the business of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or and its Subsidiaries , as currently conducted.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (EPAM Systems, Inc.), 3 Preferred Stock Purchase Agreement (EPAM Systems, Inc.)

Intellectual Property. Each of the Company and its Subsidiaries owns or --------------------- is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits , inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes , know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, "Intellectual Property ") used in or necessary for the conduct of its business as now being conducted and conducted. Except as presently contemplated to be conducted disclosed in the future (collectively, the “Company Intellectual Property”). Section 3(k 3(i) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by Letter, to the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any knowledge of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule Company, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary of the Company its Subsidiaries infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Property that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. Neither Except as disclosed in Section 3(i) of the Disclosure Letter, neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement consent, indemnification agreement indemnification, forbearance to sue or settlement agreement agreements with respect to the validity of the Company ’s 's or its Subsidiaries ' ownership of or right to use its Company Intellectual Property and and, to the knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are is valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No Except as disclosed in Section 3(i) of the Disclosure Letter, to the best knowledge of the Company, no person is infringing on or violating the Company Intellectual Property owned or used by the Company of its Subsidiaries. The Company and each or its Subsidiaries Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

Appears in 2 contracts

Samples: Securities Purchase and Exchange Agreement (Ientertainment Network Inc), Securities Purchase and Exchange Agreement (Ientertainment Network Inc)

Intellectual Property. Each Subject to the qualifications set forth in this Section 4.13(c) below, Company and/or its Subsidiaries own, or are licensed or otherwise have the right to use, all patents, inventions, trademarks, service marks, trade names, domain names, copyrights, and registrations and applications for the foregoing, know-how, manufacturing processes, formulae, trade secrets, rights of publicity of natural persons and any other intangible property and assets which are material to the businesses of Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated proposed to be conducted in the future (collectively, the “ Company Intellectual Property Property Rights”) . Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business . Except as set forth on the Disclosure Schedule Schedule 4.13(c), there are no rights of third parties to Company does not have any Knowledge of, and neither Company nor any of the Company its Subsidiaries has given any notice of, any pending conflicts with or infringement of or other violation of any Intellectual Property except through licensing agreements Rights or Regulatory Approvals by any third party, and no action, suit, arbitration, or legal, administrative or other proceedings, or investigation is pending, or, to the Knowledge of Company, threatened, which involves any Intellectual Property Rights and which could reasonably be expected to have a Material Adverse Effect. Except as set forth on the Disclosure Schedule Schedule 4.13(c), there are no outstanding options neither Company nor any of its Subsidiaries is subject to any judgment, licenses order, writ, injunction or agreements decree of any kind relating to the Company Intellectual Property Governmental Authority or any arbitrator, nor or has entered into or is the Company bound by or a party to any options contract, licenses which restricts or agreements impairs the use of any kind with respect such Intellectual Property Rights or Company’s or any of its Subsidiaries’ use of or right to use any of the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as Rights and which could reasonably be expected to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in have a Material Adverse Effect. To the Knowledge of Company ’s knowledge , except as set forth on Schedule 4.13(c), no other party Intellectual Property Rights licensed to or by or otherwise used by Company or any of the Third Party License Agreements is in default thereunder its Subsidiaries, other than such defaults as would not result no services rendered or products manufactured by or sold by Company or any of its Subsidiaries, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary and no conduct of the business of Company or any of its Subsidiaries, infringes upon or is in conflict with otherwise violates any right intellectual property rights of any other person with respect to any third party Intellectual Property party. Neither the Except as set forth on Schedule 4.13(c), neither Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon such third-party intellectual property rights. Except as set forth on Schedule 4.13(c), no claims have been asserted by any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement Person with respect to the validity of the or Company’s or any of its Subsidiaries’ ownership of or right to use its Company use, the Intellectual Property and Rights and, to the Knowledge of Company, there is no reasonable basis for any such claim to be successful. The Company Except as set forth on Schedule 4.13(c), the Intellectual Property Rights are valid and enforceable (to the extent such Intellectual Property Rights can be enforceable) and no registration or application relating thereto that is material to the business of Company or its Subsidiaries has lapsed, expired or been abandoned or canceled cancelled or is the subject of cancellation or other adversarial proceedings, and all applications therefor therefore are pending and are in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, complied in all material respects, respects with their respective contractual obligations relating to the protection of the Company Intellectual Property Rights used pursuant to licenses. No person Company and its Subsidiaries take reasonable security measures that are adequate to retain trade secret protection in the non-patented technology that is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries material to their business.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Reliant Pharmaceuticals, Inc.), Credit and Guaranty Agreement (Reliant Pharmaceuticals, Inc.)

Intellectual Property. Each Except as set forth on Schedule 3(j), each of the Company and its Subsidiaries subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property” "Intangibles") . Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business . Except as set forth on Schedule 3(j), to the Disclosure Schedule, there are no rights of third parties to any best knowledge of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule Company, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles which, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. Neither Except as set forth on Schedule 3(j), neither the Company nor any of its Subsidiaries subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company ’s 's or its Subsidiaries’ subsidiaries' ownership of or right to use its Company Intellectual Property and Intangibles and, to the best knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Except as set forth on Schedule 3(j), the Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No To the best knowledge of the Company, no person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries subsidiaries.

Appears in 2 contracts

Samples: Execution Copy Securities Purchase Agreement (Inkine Pharmaceutical Co Inc), Securities Purchase Agreement (Inkine Pharmaceutical Co Inc)

Intellectual Property. Each Borrower or Subsidiary of Borrower is the sole and exclusive owner of the Company entire right, title, and its Subsidiaries owns interest in and to, or is duly licensed (and, in such event, has the unfettered valid right to grant sublicenses) to use use, all the patents, patent applications, trademarks, trademark applications, service marks, service mark applications, goodwill, domain names, trade names, service marks trade dress, copyrights, copyright applications, franchises, licenses, permits trade secrets, technology, inventions, discoveries formulae, processes recipes, scientific, technical, engineering and marketing data, object and source codes compounds, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information processes, systems or procedures) and other similar all applications therefor and rights and proprietary knowledge with respect to the foregoing (collectively, “Intellectual Property”) used necessary for the current conduct of its business, without any conflict with the rights of others and free and clear of all liens and encumbrances. A list of all such Intellectual Property (indicating the nature of the interest of such Borrower or such Subsidiary), as well as all outstanding franchises and licenses given by or held by Borrower or any of its Subsidiaries, is set forth in or the Information Certificate. The Intellectual Property identified as “material” on the Information Certificate is all of the Intellectual Property necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”) current service business. Section 3(k) of the Disclosure Schedule sets forth a list of all material Company All Intellectual Property owned and/or used by and material to the Company business conducted by Borrower or any of its Subsidiaries is subsisting and has not been adjudged invalid or unenforceable, in its business. Except as whole or in part, and Borrower or such Subsidiary has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks set forth on in the Disclosure Schedule, there are no rights of third parties to Information Certificate. Neither Borrower nor any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements its Subsidiaries is in default of any kind relating to the Company Intellectual Property, nor is the Company bound by obligation or a party to any options, licenses or agreements of any kind undertaking with respect to the Intellectual Property or related rights. No settlement or consents, covenants not to sue, nonassertion assurances, or releases (i) have been entered into by Borrower or any of any other person its Subsidiaries or entity ( collectively, the “Third Party License Agreements” ii) other than such licenses or agreements arising from the purchase of generally available products, as to Borrower’s knowledge have been entered into by another Person but to which the aggregate consideration paid by Borrower or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of its Subsidiaries is bound that adversely affect the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually rights of Borrower or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes its Subsidiaries to own or is in conflict with use any right of any other person with respect to any third party Intellectual Property. Neither the Company In conducting its service business, neither Borrower nor any of its Subsidiaries has received written notice is infringing on any Intellectual Property rights of others and Borrower is not aware of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of any such rights owned by Borrower or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries Subsidiaries. No other party has entered into threatened Borrower with any consent agreement claim of infringement of any Intellectual Property rights of other related to the service business conducted by Borrower. As to its current business, indemnification agreement no holding, forbearance to sue decision, or settlement agreement with respect to judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity of the Company Borrower’s or any of its Subsidiaries’ ownership of or right to register, own, or use its Company any Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable Property, and no registration relating thereto has lapsed, expired such action or been abandoned proceeding is pending or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries Borrower’s knowledge threatened.

Appears in 2 contracts

Samples: Loan and Security Agreement (Nimblegen Systems Inc), Loan and Security Agreement (Nimblegen Systems Inc)

Intellectual Property. Each Except as set forth on Schedule 3(i), each of the Company and its Subsidiaries subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits , inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes , know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "Intangibles") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted described in the future (collectively Company's Annual Report on Form 10-K for the fiscal year ended December 31, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect 1996. To the Company’s knowledge, no other party to any best knowledge of the Third Party License Agreements is in default thereunder Company, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries subsidiaries has entered into any consent agreement consent, indemnification agreement indemnification, forbearance to sue or settlement agreement agreements with respect to the validity of the Company ’s 's or its Subsidiaries’ subsidiaries' ownership of or right to use its Company Intellectual Property and Intangibles and, to the best knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Except as set forth on Schedule 3(i), the Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled cancelled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and are in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries subsidiaries have complied, in all material respects, with their its respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No To the best knowledge of the Company, no person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Network Imaging Corp), Securities Purchase Agreement (Network Imaging Corp)

Intellectual Property. Each of Schedule 3.23 lists all the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all registered patents, patent applications, trademarks , trademark applications, trade names , service marks, copyrights, copyright applications trade names and applications for any of the foregoing owned by IN or any to its knowledge, licenses its subsidiaries as of the date of this Agreement (the "Registered Intellectual Property"). To its knowledge, permits IN has good and marketable title to the Registered Intellectual Property and has good and marketable title to, inventions or valid licenses or rights to use, discoveries all patents, processes copyrights, scientific trademarks, technical trade names, engineering and marketing data brand names, object and source codes, know-how (including trade secrets proprietary and other unpatented and/or unpatentable proprietary or confidential technical information, systems or procedures) technology and other similar rights and proprietary knowledge software (collectively, "Intellectual Property ") which are used in or necessary for the conduct operation of its business as now being conducted presently conducted, free from any liens and free from any requirement of any past, present or future royalty payments, license fees, charges or other payments or conditions or restrictions, whatsoever, except as presently contemplated to be conducted in set forth on Schedule 3.23. Immediately after the future (collectively Effective Time, the “Company Intellectual Property”). Section 3(k) of Surviving Corporation will own or will have the Disclosure Schedule sets forth a list of right to use all material Company Intellectual Property owned and/or used by free from liens and on the Company same terms and conditions as in its business effect prior to the Effective Time. Except as set forth on the Disclosure Schedule in Schedule 3.23, there are no rights of third parties claims or proceedings pending or, to IN's or to Irwin's knowledge, threatened, against IN asserting that IN or any of its subsidiaries is infringing or engaging in the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements unauthorized use of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity entity. Schedule 3.23 sets forth all agreements and arrangements ( collectively, the “Third Party License Agreements” i) other than such licenses or agreements arising from the purchase of generally available products, as pursuant to which the aggregate consideration paid by IN or due from the Company does not exceed $25,000 in value any of its subsidiaries has licensed Intellectual Property to, or “off the shelf” products use of Intellectual Property in other areas permitted (through non-assertion, settlement or similar agreements or otherwise) by, any other person and (ii) pursuant to which IN or any of its subsidiaries has had Intellectual Property licensed to it, or has otherwise been permitted to use Intellectual Property (through non-assertion, settlement or similar agreements or otherwise). All of the Third Party License Agreements agreements or arrangements to the extent set forth on Schedule 3.23 (w) are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity and neither IN nor Irwin is aware that any default exists thereunder by IN or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries subsidiaries or by any other party thereto; (x) are free and clear of liens; and (y) do not contain any change of control or other terms or conditions that will become applicable or inapplicable as a result of the consummation of the Merger and the transactions contemplated by this Agreement. IN has received written notice delivered to 4Health true and complete copies of any pending conflict with or infringement upon any third party Intellectual Property all agreements and arrangements set forth on Schedule 3.23. There is are no pending or royalties, to the Company’s knowledge license fees, threatened action charges or other amounts payable by, suit, proceeding or claim by others challenging the Company’s ownership on behalf of IN or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into subsidiaries in respect of any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing than as set forth on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries Schedule 3.23.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (4health Inc), Agreement and Plan of Merger (4health Inc)

Intellectual Property. Each (a) The Disclosure Letter sets forth a true and complete list of all (i) registered and/or material Intellectual Property owned by Seller indicating for each registered item the Company registration or application number and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future applicable filing jurisdiction (collectively, the “Company "Listed Intellectual Property "). Section 3(k Seller exclusively owns (beneficially, and of record where applicable) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Listed Intellectual Property, nor free and clear of all encumbrances, exclusive licenses and non-exclusive licenses not granted in the ordinary course of business. The Listed Intellectual Property is the Company bound by or a party valid, subsisting and enforceable, and is not subject to any options outstanding order, licenses judgment, decree or agreements of any kind with respect agreement adversely affecting the Seller's use thereof or its rights thereto. Seller has sufficient rights to use all Intellectual Property used in its business as currently conducted. To Seller's Knowledge, Seller does not and has not in the past five years infringed or otherwise violated the Intellectual Property rights of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property party. There is no pending or material litigation, to the Company’s knowledge opposition, threatened action cancellation, suit proceeding, proceeding objection or claim by others challenging pending, asserted or threatened against the Company’s ownership of Seller concerning the ownership, validity, registerability, enforceability, infringement or licensing rights in use of, or licensed right to use, any Company Intellectual Property. Neither To the Company nor any of its Subsidiaries has entered into any consent agreement Seller's Knowledge, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is (x) no reasonable valid basis for any such litigation, opposition, cancellation, proceeding, objection or claim to be successful. The Company exists, (y) no Person is violating any Listed Intellectual Property are valid or other Intellectual Property right owned or held exclusively by Seller, and (z) the Licensed Intellectual Property is valid, subsisting and enforceable and no registration relating thereto has lapsed is not subject to any outstanding order, expired judgment, decree or been abandoned agreement adversely affecting the Seller's use thereof or canceled its rights thereto. Consummation of the transactions contemplated by this Agreement will not terminate or alter the terms pursuant to which the Seller is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required permitted to perfect its ownership of and interest in its Company use any Licensed Intellectual Property and has taken reasonable security measures will not create any rights by third parties to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company use any Intellectual Property owned or used by the Company Purchaser (other than any termination, alteration or creation of any rights that results from action of the Purchaser and its Subsidiaries Affiliates).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Energy Services Acquisition Corp.), Plan of Merger (Energy Services Acquisition Corp.)

Intellectual Property. Each of (a) The Company and the Company and its Subsidiaries owns own, or is duly are licensed (and to use, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property”) used in or Property necessary for the conduct of its the business as now being conducted and currently conducted, (b) except as presently contemplated to be conducted has been disclosed in the future (collectively Company’s filings with the SEC prior to the date hereof, no claim has been asserted and is pending by any person challenging or questioning the “Company Intellectual Property”). Section 3(k) use of the Disclosure Schedule sets forth a list of all material Company any Intellectual Property owned and/or used by or the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses validity or agreements effectiveness of any kind relating to the Company Intellectual Property, nor is does the Company bound by or a party to any options, licenses or agreements Know of any kind with respect to valid basis for any such claim, and (c) the use of Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, and Company Subsidiaries does not infringe on the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements person in any respect, other than such breaches except in each case as would not result, individually or in the aggregate, in reasonably be expected to have a Material Adverse Effect. To For the Company’s knowledge purposes of this Agreement, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property . Neither ” shall mean the Company nor any of its Subsidiaries has received written notice of any pending conflict with collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or infringement upon any third party Intellectual Property. There is no pending or foreign laws or otherwise, to the Company’s knowledge including copyrights, threatened action copyright licenses, suit patents, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement patent licenses, indemnification agreement trademarks, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property trademark licenses, technology, know-how and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings processes, and all applications therefor are pending rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries damages therefrom.

Appears in 2 contracts

Samples: Funding Agreement (SWS Group Inc), Funding Agreement (Hilltop Holdings Inc.)

Intellectual Property. Each of the Company (a) Schedule 4.11 lists all Registered Intellectual Property and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company unregistered Intellectual Property owned and/or used by the Company in its business any Latisys Company. Except as set forth on the Disclosure Schedule Schedule 4.11, there are no rights of third parties to any all such Registered Intellectual Property and material unregistered Intellectual Property is owned solely by one of the Company Latisys Companies. Schedule 4.11 sets forth a complete list of all licenses to Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of to which any kind relating to the Latisys Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity ( collectively, the “ Third Party License Agreements Licenses ) other than such ), excluding non-exclusive licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products or commercially available software. All of the Third Party License Agreements Such Licenses are valid, binding and in full force and effect in all and no material respects and to default exists on the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any part of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Latisys Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending thereto or, to the Company’s knowledge Knowledge of the Companies, threatened action on the part of the other parties thereto. The Latisys Companies own, suit license or otherwise have a valid and enforceable right to use, proceeding develop, make, offer for sale, sell, import, copy, distribute, license, or claim by others challenging dispose of all Intellectual Property used in and necessary for the Company’s ownership Latisys Companies to conduct their business and operations as currently conducted. None of such Intellectual Property is subject to any licensing terms requiring the distribution of source code in connection with the distribution of any portion of such Intellectual Property or that prohibits the Latisys Companies from charging a fee or otherwise limits the Latisys Companies freedom of action with regard to seeking compensation in connection with sublicensing or distributing any portion of such Intellectual Property or similar obligations that require the disclosure, redistribution or licensing rights in or to of any Company source code underlying any such Intellectual Property. Neither To the Company nor Knowledge of the Companies, the conduct of the Latisys Companies’ business as it is currently conducted does not infringe or misappropriate the Intellectual Property existing as of the date hereof of any of its Subsidiaries has entered into any consent agreement third party. There are no current or, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity Knowledge of the Company’s Companies, threatened claims by any third party that one of the Latisys Companies has infringed, violated, or its Subsidiaries’ ownership of or right to use its Company misappropriated the Intellectual Property and of such third party. To the Knowledge of the Companies, there is no reasonable basis for continuing infringement, violation or misappropriation by any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject third party of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company any Intellectual Property owned by or used by the Company or its Subsidiaries exclusively licensed to any Latisys Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Zayo Group LLC), Stock Purchase Agreement (Zayo Group Holdings, Inc.)

Intellectual Property. Each Except where the failure to do so would not have a Material Adverse Effect, each Company Party and each Subsidiary of the Company Parties have, or have rights to use, all Intellectual Property Rights they purport to have or have rights to use, which, in the aggregate for all such Company Party and such Subsidiary, constitute all Intellectual Property Rights necessary or required for use in connection with the businesses of the Company Parties and their Subsidiary as presently conducted. No Company Party and no Subsidiary of any Company Party 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, and, to the knowledge of each Company Party and its Subsidiaries owns or is duly licensed (and Subsidiaries, in such event, no event has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, occurred that permits, inventions or would permit after notice or passage of time or both, discoveries the revocation, processes suspension or termination of such rights. No Company Party and no Subsidiary of any Company Party has received, scientific since the date of the latest audited financial statements included within the SEC Reports, technical a written notice of a claim, engineering nor has such a claim been threatened or could reasonably be expected to be made, and marketing data no Company Party and no Subsidiary of any Company Party otherwise has any knowledge that any slogan or other advertising device, object and source codes product, know-how (including trade secrets and process, method, substance or other unpatented and/or unpatentable proprietary Intellectual Property or confidential information, systems goods or procedures) and other similar rights and proprietary knowledge (collectively, “ services bearing or using any Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as Property Right presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company sold by or employed by Intellectual Property owned and/or used by Right of any Company Party or any Subsidiary of any Company Party violate or infringe upon the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties any Person, except as could not reasonably be expected to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in have a Material Adverse Effect. To the Company’s knowledge, no other party to any knowledge of the Third each Company Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or and its Subsidiaries ’ ownership of or right to use its Company , all such Intellectual Property Rights are enforceable and there is no reasonable basis for existing infringement by another Person of any such claim to be successful. The Company of the Intellectual Property are valid Rights. Each Company Party and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of its 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. As of such Closing Date , no Company Party and no Subsidiary of any Company Party has any Intellectual Property Property Right registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those set forth on the Disclosure Certificate, or has granted any licenses with respect thereto other than as set forth on the Disclosure Certificate. The Disclosure Certificate also sets forth all Contractual Obligations or other arrangements of any Company Party or any Subsidiary of any Company Party as in effect on the date hereof pursuant to which such Company Party or such Subsidiary has a license or other right to use any Intellectual Property owned by another Person and its Subsidiaries have complied the dates of the expiration of such Contractual Obligations or other arrangements (collectively, together with such Contractual Obligations or other arrangements as may be entered into by any Company Party or any Subsidiary of any Company Party after the date hereof, the “License Agreements”). As of the date hereof, all material License Agreements and related rights are in full force and effect, no default or event of default exists with respect thereto in respect of the obligations of licensor or with respect to any royalty or other payment obligations of any Company Party or any Subsidiary of any Company Party or any obligation of any Company Party or any Subsidiary of any Company Party with respect to manufacturing standards, quality control or specifications and each such Company Party or such Subsidiary is in compliance with the terms thereof in all material respects respects and no owner, with their respective contractual obligations relating to the protection licensor or other party thereto has sent any notice of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company termination or its Subsidiaries intention to terminate such license or rights.

Appears in 2 contracts

Samples: Securities Purchase Agreement (KBL Merger Corp. Iv), Securities Purchase Agreement (KBL Merger Corp. Iv)

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "Intangibles") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company as described in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company ’s knowledge enforceable by 's Annual Report on Form 10-K for the Company in accordance with their respective terms in all material respects fiscal year ended December 31, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect 2002. Neither the Company nor any Subsidiary of the Company infringes on or is in conflict with any right of any other person with respect to any Intangibles, nor is there any claim of infringement made by a third party Intellectual Property. Neither against or involving the Company nor or any of its Subsidiaries has received written notice of any pending Subsidiaries, which infringement, conflict with or infringement upon any third party Intellectual Property. There is no pending or claim, individually or in the aggregate, could reasonably be expected to the Company’s knowledge result in an unfavorable decision, threatened action, suit, proceeding ruling or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property finding which would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company ’s 's or its Subsidiaries ' ownership of or right to use its Company Intellectual Property Intangibles and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (International Remote Imaging Systems Inc /De/), Convertible Debenture and Warrant Purchase Agreement (Miravant Medical Technologies)

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "Intangibles") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect conducted. To the Company’s knowledge, no other party to any best knowledge of the Third Party License Agreements is in default thereunder Company, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property Intangibles. There is no pending or, to The termination of the Company ’s knowledge 's ownership of, threatened action or right to use, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or any single Intangible could reasonably be expected to any Company Intellectual Property have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company ’s 's or its Subsidiaries ' ownership of or right to use its Company Intellectual Property Intangibles and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (P Com Inc), Note Purchase Agreement (P Com Inc)

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed ( and, in such event, has the unfettered right to grant sublicenses a) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k Set forth on Schedule 3.13(a) of the Disclosure Schedule sets forth Schedules is a true and complete list of: (i) all registered ownership of Intellectual Property, (ii) all pending applications to register ownership of Intellectual Property, (iii) all material unregistered trademarks, (iv) all material licenses to use Intellectual Property, and (v) all significant recipes, in each case held by the Company or the Seller relating to the Business. Assuming the validity of ownership of Intellectual Property owned and/or by all parties from which the Company licenses Intellectual Property, there are no Intellectual Property rights, other than those which the Company owns, licenses or has rights to, necessary to or regularly used in the conduct of the Business as presently conducted and there are no restrictions that would materially impair the use of such Intellectual Property. Assuming the validity of ownership of Intellectual Property by all parties from which the Company licenses Intellectual Property, all licenses and other agreements pursuant to which any Intellectual Property rights, including any computer software, are licensed to or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and enforceable (subject to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects Enforcement Exceptions), subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is there does not in breach of exist under any such Third Party License Agreements license or agreement a default or event or condition which, other than such breaches as after notice or lapse of time or both, would not result, individually or in the aggregate, in constitute a Material Adverse Effect. To the Company’s knowledge, no other default by any party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries thereto.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Bertuccis Corp), Stock Purchase Agreement (Buca Inc /Mn)

Intellectual Property. Each (a) Except as described in SCHEDULE 4.25 and except as would not have a Material Adverse Effect, the Company has exclusive ownership of, or exclusive license to use, all patent, copyright, trade secret, trademark, or other proprietary rights used in the business of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property” "INTELLECTUAL PROPERTY"). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there There are no rights claims or demands of third parties any other Person pertaining to any of the Company such Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are and no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value proceedings have been instituted, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company ’s 's knowledge, threatened action threatened, suit, proceeding or claim by others challenging which challenge the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses in respect thereof. No person is infringing on or violating Except as would not have a Material Adverse Effect the Company Intellectual Property owned has the right to use, free and clear of claims or used by the Company rights of other Persons, all customer lists, billing systems or its Subsidiaries other processes, computer software systems, data compilations, and other information required for or incident to their business as presently conducted or contemplated.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Metretek Technologies Inc), Securities Purchase Agreement (DDJ Capital Management LLC)

Intellectual Property. Each Section 3.12 of the Company Disclosure Schedule contains a true and complete list, as of the date hereof, of all (i) Intellectual Property owned or licensed by the Company or its Subsidiaries (“Company IP”) that is the subject of any issuance, registration, certificate or application by, to or with any Governmental Authority or authorized private registrar, including registered trademarks, registered copyrights, issued patents, domain name registrations and pending applications for any of the foregoing, and (ii) material unregistered Company IP (other than trade secrets). To the Knowledge of the Company, the Company and its Subsidiaries owns or is duly licensed (and Subsidiaries’ rights in the Company IP are valid, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering subsisting and marketing data, object enforceable. The Company and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct each of its business as now being conducted Subsidiaries has taken reasonable steps to maintain the Company IP and as presently contemplated to be conducted in protect and preserve the future (collectively, the “Company Intellectual Property”) confidentiality of all trade secrets. Section 3(k) 3.12 of the Company Disclosure Schedule sets forth contains a complete and accurate list of all material Contracts relating to material Company Intellectual Property owned and/or used IP (other than licenses for shrinkwrap, clickwrap or other similar commercially available off-the-shelf Software that has not been modified or customized by a third party for the Company in or any of its business Subsidiaries) (“Company IP Agreements”). Except as set forth on may be limited by the Disclosure Schedule Bankruptcy and Equity Exception, there all Company IP Agreements are no rights of third parties to any of valid and binding against the Company Intellectual Property except through licensing agreements. Except as set forth on or the Disclosure Schedule applicable Subsidiary party thereto, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by Knowledge, the Company counterparties thereto, in accordance with their respective terms in all material respects terms, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither neither the Company nor any of its Subsidiaries has received written notice nor, to the Knowledge of any pending conflict with or infringement upon any the Company, no third party has violated any provision of, or committed or failed to perform any act which, with notice or lapse of time or both, would become a default by the Company or any of its Subsidiaries or such third party under, any Company IP Agreement. The conduct of the Company’s business as currently conducted does not infringe or otherwise violate in any material respect any Person’s Intellectual Property . There , (b) there is no pending or, to the Knowledge of the Company ’s knowledge , threatened action legal or administrative proceeding, suit claim, proceeding suit or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither action regarding such infringement against the Company nor or any of its Subsidiaries has entered into Subsidiaries, (c) to the Knowledge of the Company, no Person is infringing or otherwise violating any consent agreement Intellectual Property owned by the Company and (d) no legal or administrative proceeding, indemnification agreement claim, forbearance suit or action regarding such infringement or other violation is pending or, to sue the Knowledge of the Company, threatened by any Person against the Company or settlement agreement any of its Subsidiaries. Notwithstanding any other provisions of this Agreement, this Section 3.12 constitutes the only representation and warranty of the Company with respect to the validity any actual or alleged infringement or other violation of the Company’s or its Subsidiaries’ ownership of or right to use its Company any Intellectual Property and there is no reasonable basis for of any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries Person.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Encore Capital Group Inc), Agreement and Plan of Merger (Asset Acceptance Capital Corp)

Intellectual Property. Each Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Apogent and its Subsidiaries, taken as a whole, (i) Apogent or a Subsidiary of Apogent (A) owns and is listed in the records of the Company appropriate United States, state or foreign registry as the current owner of record for each application and its Subsidiaries owns registration of Intellectual Property or is duly licensed ( and, in such event, B) has the unfettered a legally enforceable right to grant sublicenses use (in each case, free and clear of any Liens) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property”) Property used in or necessary for the conduct of its business as now being conducted currently conducted, including without limitation all patents and patent applications and all trademark registrations and trademark applications; (ii) except as presently contemplated to be conducted set forth in the future (collectively, the “Company Intellectual Property”). Section 3(k 3.1(m)(ii) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Apogent Disclosure Schedule, there are no rights to the Knowledge of third parties to any Apogent, the conduct of the Company Intellectual Property except business of Apogent and its Subsidiaries as currently conducted does not infringe on or misappropriate, either directly or indirectly (such as through licensing agreements. Except as set forth on the Disclosure Schedule contributory infringement or inducement to infringe), there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property rights of any other person Person, and the use by Apogent or entity (collectively any of its Subsidiaries of any Intellectual Property is, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company Knowledge of Apogent, in accordance with their respective terms in all material respects any applicable grant, subject license, agreement, instrument or other arrangement pursuant to general principles which Apogent or any Affiliate acquired the right to use such Intellectual Property; (iii) to the Knowledge of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge Apogent, no other party to any of the Third Party License Agreements Person is in default thereunder misappropriating, other than such defaults as would not result infringing, individually diluting or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with otherwise violating any right of Apogent or any other person of its Subsidiaries with respect to any third party Intellectual Property. Neither Property owned or used by Apogent or any of its Subsidiaries, and no such claims, suits, arbitrations or other adversarial proceedings have been brought or threatened against any Person by Apogent or any of its Subsidiaries; (iv) to the Company Knowledge of Apogent, except as set forth in Section 3.1(m)(iv) of the Apogent Disclosure Schedule, neither Apogent nor any of its Subsidiaries has received written notice by any Person of any pending conflict with or threatened claim, suit, action, mediation, arbitration, order or other adversarial proceeding (A) alleging infringement upon (or other violation) by Apogent or any third party of its Subsidiaries of Intellectual Property. There is no pending or Property or other rights of any Person or (B) challenging Apogent’s or any of its Subsidiaries’ ownership or use of, or the validity, enforcement, registrability or maintenance of, any Intellectual Property owned or used by Apogent or any of its Subsidiaries, and, to the Company’s knowledge Knowledge of Apogent, threatened action no Intellectual Property owned or used by Apogent or any of its Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in the abandonment, suit cancellation or unenforceability of such Intellectual Property; (v) to the Knowledge of Apogent, proceeding the Intellectual Property owned or claim used by others challenging Apogent or any of its Subsidiaries (A) has been duly maintained, (B) is subsisting, in full force and effect, (C) is valid and enforceable, (D) has not expired, been cancelled or abandoned and (E) all maintenance, registration and renewal fees necessary to preserve the Company’s ownership rights of Apogent in connection with such Intellectual Property have been paid in a timely manner, and there are no actions that must be taken by Apogent or licensing any of its Subsidiaries within 90 days from the date hereof, including the payment of any registration, maintenance or renewal fees or the filing with the United States Patent and Trademark Office or such other appropriate U.S. or foreign office or similar administrative agency of documents, applications or certificates for the purposes of obtaining, maintaining, perfecting, preserving or renewing any rights in the registered or to any Company applied-for Intellectual Property . Neither ; (vi) to the Company Knowledge of Apogent, except as set forth in Section 3.1(m)(vi) of the Apogent Disclosure Schedule, neither Apogent nor any of its Subsidiaries has entered into any consent agreement consents, indemnification agreement judgments, forbearance orders, indemnifications, forbearances to sue sue, settlement agreements, licenses or settlement agreement with respect to the validity of the Company other arrangements which (A) restrict Apogent’s or any of its Subsidiaries’ ownership of or right to use any Intellectual Property, (B) restrict Apogent’s or any of its Company Subsidiaries’ businesses in order to accommodate a third Person’s Intellectual Property and there is no reasonable basis for rights, (C) permit third parties to use any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired owned or been abandoned controlled by Apogent or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all any of its Company Intellectual Property. The Company and its Subsidiaries have complied, or (D) reasonably would be expected to provide a third Person a defense to patent infringement in all material respects, connection with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company any Intellectual Property owned or used by Apogent; (vii) to the Company Knowledge of Apogent, Apogent and each of its Subsidiaries has implemented commercially reasonable measures to maintain the confidentiality of the Intellectual Property and all other property used in the business of Apogent or any of its Subsidiaries as presently conducted; and (viii) each current and former employee of Apogent or any of its Subsidiaries who has contributed to or participated in research and development activities will not, after giving effect to the transactions contemplated herein, own or retain any rights to use any of the Intellectual Property owned or used by Apogent or any of its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Apogent Technologies Inc), Agreement and Plan of Merger (Fisher Scientific International Inc)

Intellectual Property. Each of the (a) The Company and its Subsidiaries owns either own or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) have valid licenses or other rights to use all patents, patent applications copyrights, trademarks, trademark applications tradenames, trade names software, service marks databases, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes technical information, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) intellectual property used in or necessary for the conduct of its business as now being conducted and their businesses as presently contemplated conducted ("Proprietary Rights"), subject to be conducted the limitations contained in the future (collectively, agreements ------------------ governing the “Company Intellectual Property”). Section 3(k) use of the Disclosure Schedule sets forth a list same. There are no limitations contained in the agreements of the type described in the immediately preceding sentence which, upon consummation of the transactions contemplated hereunder, will alter or impair any such rights, breach any such agreement with any third party vendor, or require payments of additional sums thereunder. The Company and its Subsidiaries are in compliance in all material Company Intellectual Property owned and/or used by respects with the Company in its business. Except material licenses and agreements with respect to their Proprietary Rights and, except as set forth on the Disclosure Schedule Schedule 4.20, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge Knowledge of the ------------- Company or any Subsidiary, threatened action, suit, proceeding or claim by others Proceedings challenging the Company’s ownership validity or effectiveness of any license or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to such property or the protection right of the Company Intellectual Property used pursuant or any Subsidiary to licenses. No person is infringing on use, copy, modify or violating distribute the Company Intellectual Property owned or used by the Company or its Subsidiaries same.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Tc Group LLC), Securities Purchase Agreement (Tc Group LLC)

Intellectual Property. Each Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Fisher and its Subsidiaries, taken as a whole, (i) Fisher or a Subsidiary of Fisher (A) owns and is listed in the records of the Company appropriate United States, state or foreign registry as the current owner of record for each application and its Subsidiaries owns registration of Intellectual Property or is duly licensed ( and, in such event, B) has the unfettered a legally enforceable right to grant sublicenses use (in each case, free and clear of any Liens) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property”) Property used in or necessary for the conduct of its business as now being conducted currently conducted, including without limitation all patents and patent applications and all trademark registrations and trademark applications; (ii) except as presently contemplated to be conducted set forth in the future (collectively, the “Company Intellectual Property”). Section 3(k 3.1(m)(ii) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Fisher Disclosure Schedule, there are no rights to the Knowledge of third parties to any Fisher, the conduct of the Company Intellectual Property except business of Fisher and its Subsidiaries as currently conducted does not infringe on or misappropriate, either directly or indirectly (such as through licensing agreements. Except as set forth on the Disclosure Schedule contributory infringement or inducement to infringe), there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property rights of any other person Person, and the use by Fisher or entity (collectively any of its Subsidiaries of any Intellectual Property is, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company Knowledge of Fisher, in accordance with their respective terms in all material respects any applicable grant, subject license, agreement, instrument or other arrangement pursuant to general principles which Fisher or any Affiliate acquired the right to use such Intellectual Property; (iii) to the Knowledge of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge Fisher, no other party to any of the Third Party License Agreements Person is in default thereunder misappropriating, other than such defaults as would not result infringing, individually diluting or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with otherwise violating any right of Fisher or any other person of its Subsidiaries with respect to any third party Intellectual Property. Neither Property owned or used by Fisher or any of its Subsidiaries, and no such claims, suits, arbitrations or other adversarial proceedings have been brought or threatened against any Person by Fisher or any of its Subsidiaries; (iv) to the Company Knowledge of Fisher, except as set forth in Section 3.2(m)(iv) of the Fisher Disclosure Schedule, neither Fisher nor any of its Subsidiaries has received written notice by any Person of any pending conflict with or threatened claim, suit, action, mediation, arbitration, order or other adversarial proceeding (A) alleging infringement upon (or other violation) by Fisher or any third party of its Subsidiaries of Intellectual Property. There is no pending or Property or other rights of any Person or (B) challenging Fisher’s or any of its Subsidiaries’ ownership or use of, or the validity, enforcement, registrability or maintenance of, any Intellectual Property owned or used by Fisher or any of its Subsidiaries, and, to the Company’s knowledge Knowledge of Fisher, threatened action no Intellectual Property owned or used by Fisher or any of its Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in the abandonment, suit cancellation or unenforceability of such Intellectual Property; (v) to the Knowledge of Fisher, proceeding the Intellectual Property owned or claim used by others challenging Fisher or any of its Subsidiaries (A) has been duly maintained, (B) is subsisting, in full force and effect, (C) is valid and enforceable, (D) has not expired, been cancelled or abandoned and (E) all maintenance, registration and renewal fees necessary to preserve the Company’s ownership rights of Fisher in connection with such Intellectual Property have been paid in a timely manner, and there are no actions that must be taken by Fisher or licensing any of its Subsidiaries within 90 days from the date hereof, including the payment of any registration, maintenance or renewal fees or the filing with the United States Patent and Trademark Office or such other appropriate U.S. or foreign office or similar administrative agency of documents, applications or certificates for the purposes of obtaining, maintaining, perfecting, preserving or renewing any rights in the registered or to any Company applied-for Intellectual Property . Neither ; (vi) to the Company Knowledge of Fisher, except as set forth in Section 3.2(m)(vi) of the Fisher Disclosure Schedule, neither Fisher nor any of its Subsidiaries has entered into any consent agreement consents, indemnification agreement judgments, forbearance orders, indemnifications, forbearances to sue sue, settlement agreements, licenses or settlement agreement with respect to the validity of the Company other arrangements which (A) restrict Fisher’s or any of its Subsidiaries’ ownership of or right to use any Intellectual Property, (B) restrict Fisher’s or any of its Company Subsidiaries’ businesses in order to accommodate a third Person’s Intellectual Property and there is no reasonable basis for rights, (C) permit third parties to use any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired owned or been abandoned controlled by Fisher or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all any of its Company Intellectual Property. The Company and its Subsidiaries have complied, or (D) reasonably would be expected to provide a third Person a defense to patent infringement in all material respects, connection with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company any Intellectual Property owned or used by Fisher; (vii) to the Company Knowledge of Fisher, Fisher and each of its Subsidiaries has implemented commercially reasonable measures to maintain the confidentiality of the Intellectual Property and all other property used in the business of Fisher or any of its Subsidiaries as presently conducted; and (viii) each current and former employee of Fisher or any of its Subsidiaries who has contributed to or participated in research and development activities will not, after giving effect to the transactions contemplated herein, own or retain any rights to use any of the Intellectual Property owned or used by Fisher or any of its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Apogent Technologies Inc), Agreement and Plan of Merger (Fisher Scientific International Inc)

Intellectual Property. Each As of the Company date of this Agreement, (a) all patents and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademark registrations and applications to register trademarks, trademark applications, trade names, service marks, copyrights, and copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering registrations and marketing data, object and source codes, know-how applications to register copyrights ( including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures all of the foregoing in subsection (a) and other similar rights and proprietary knowledge ( collectively, “ Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Registered Intellectual Property”) . Section 3(k ; and (b) all material unregistered Intellectual Property, in each of the Disclosure Schedule sets forth a list of all material Company Intellectual Property foregoing cases in subsections (a) and (b), owned and/or used or purported to be owned by the Company in its business. Except as any Company: (a) are set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity Schedule 5.9 hereto; and ( collectively, the “Third Party License Agreements” b) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects subsisting, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or and, to the Company’s knowledge, threatened action enforceable, suit and all Registered Intellectual Property has been duly registered or filed with all appropriate Governmental Bodies. Each Company owns or licenses pursuant to a written agreement or otherwise has the valid and enforceable right to use all Intellectual Property that is used, proceeding held for use or claim by others challenging necessary for the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any operation of its Subsidiaries has entered into any consent agreement business free and clear of all Liens. As of the date of this Agreement, indemnification agreement there is no Intellectual Property Claim, forbearance to sue or settlement agreement with respect and no objection to, pending challenge to the validity of, or proceeding by any Governmental Body to suspend, revoke, terminate or adversely modify, any such Intellectual Property, and no Company is aware of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable any bona fide basis for any such claim to be successful challenge or proceeding, except as set forth on Schedule 5.9 hereto. The Company All Intellectual Property are valid owned, used or held for use by any Company consists of original material or property developed by such Company or was lawfully acquired by such Company from the proper and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings lawful owner, and all applications therefor are pending has not infringed, misappropriated or otherwise violated, and in good standing does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. The Each Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect maintain the secrecy, confidentiality and value proprietary nature of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used purported to be owned by such Company (including the confidentiality of any trade secrets included in such Intellectual Property) so as to preserve the value thereof from the date of creation or acquisition thereof. Each Company has complied with all Applicable Laws, as well as its own rules, policies, and procedures, relating to privacy, data protection, and the collection and use of personal information collected, used, or its Subsidiaries held for use by such Company.

Appears in 2 contracts

Samples: And (Babcock & Wilcox Enterprises, Inc.), Security Agreement (Babcock & Wilcox Enterprises, Inc.)

Intellectual Property. Each Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Fisher and its Subsidiaries, taken as a whole, (i) Fisher or a Subsidiary of Fisher (A) owns and is listed in the records of the Company appropriate United States, state or foreign registry as the current owner of record for each application and its Subsidiaries owns registration of Intellectual Property or is duly licensed ( and, in such event, B) has the unfettered a legally enforceable right to grant sublicenses use (in each case, free and clear of any Liens) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property”) Property used in or necessary for the conduct of its business as now being conducted currently conducted, including without limitation all patents and patent applications and all trademark registrations and trademark applications; (ii) except as presently contemplated to be conducted set forth in the future (collectively, the “Company Intellectual Property”). Section 3(k 3.1(m)(ii) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Fisher Disclosure Schedule, there are no rights to the Knowledge of third parties to any Fisher, the conduct of the Company Intellectual Property except business of Fisher and its Subsidiaries as currently conducted does not infringe on or misappropriate, either directly or indirectly (such as through licensing agreements. Except as set forth on the Disclosure Schedule contributory infringement or inducement to infringe), there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property rights of any other person Person, and the use by Fisher or entity (collectively any of its Subsidiaries of any Intellectual Property is, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company Knowledge of Fisher, in accordance with their respective terms in all material respects any applicable grant, subject license, agreement, instrument or other arrangement pursuant to general principles which Fisher or any Affiliate acquired the right to use such Intellectual Property; (iii) to the Knowledge of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge Fisher, no other party to any of the Third Party License Agreements Person is in default thereunder misappropriating, other than such defaults as would not result infringing, individually diluting or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with otherwise violating any right of Fisher or any other person of its Subsidiaries with respect to any third party Intellectual Property. Neither Property owned or used by Fisher or any of its Subsidiaries, and no such claims, suits, arbitrations or other adversarial proceedings have been brought or threatened against any Person by Fisher or any of its Subsidiaries; (iv) to the Company Knowledge of Fisher, except as set forth in Section 3.1(m)(iv) of the Fisher Disclosure Schedule, neither Fisher nor any of its Subsidiaries has received written notice by any Person of any pending conflict with or threatened claim, suit, action, mediation, arbitration, order or other adversarial proceeding (A) alleging infringement upon (or other violation) by Fisher or any third party of its Subsidiaries of Intellectual Property. There is no pending or Property or other rights of any Person or (B) challenging Fisher's or any of its Subsidiaries' ownership or use of, or the validity, enforcement, registrability or maintenance of, any Intellectual Property owned or used by Fisher or any of its Subsidiaries, and, to the Company’s knowledge Knowledge of Fisher, threatened action no Intellectual Property owned or used by Fisher or any of its Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in the abandonment, suit cancellation or unenforceability of such Intellectual Property; (v) to the Knowledge of Fisher, proceeding the Intellectual Property owned or claim used by others challenging Fisher or any of its Subsidiaries (A) has been duly maintained, (B) is subsisting, in full force and effect, (C) is valid and enforceable, (D) has not expired, been cancelled or abandoned and (E) all maintenance, registration and renewal fees necessary to preserve the Company’s ownership rights of Fisher in connection with such Intellectual Property have been paid in a timely manner, and there are no actions that must be taken by Fisher or licensing any of its Subsidiaries within 90 days from the date hereof, including the payment of any registration, maintenance or renewal fees or the filing with the United States Patent and Trademark Office or such other appropriate U.S. or foreign office or similar administrative agency of documents, applications or certificates for the purposes of obtaining, maintaining, perfecting, preserving or renewing any rights in the registered or to any Company applied-for Intellectual Property . Neither ; (vi) to the Company Knowledge of Fisher, except as set forth in Section 3.1(m)(vi) of the Fisher Disclosure Schedule, neither Fisher nor any of its Subsidiaries has entered into any consent agreement consents, indemnification agreement judgments, forbearance orders, indemnifications, forbearances to sue sue, settlement agreements, licenses or settlement agreement with respect to the validity other arrangements which (A) restrict Fisher's or any of the Company’s or its Subsidiaries ’ ownership of or ' right to use any Intellectual Property, (B) restrict Fisher's or any of its Company Subsidiaries' businesses in order to accommodate a third Person's Intellectual Property and there is no reasonable basis for rights, (C) permit third parties to use any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired owned or been abandoned controlled by Fisher or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all any of its Company Intellectual Property. The Company and its Subsidiaries have complied, or (D) reasonably would be expected to provide a third Person a defense to patent infringement in all material respects, connection with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company any Intellectual Property owned or used by Fisher; (vii) to the Company Knowledge of Fisher, Fisher and each of its Subsidiaries has used reasonable best efforts to maintain the confidentiality of the Intellectual Property and all other property used in the business of Fisher or any of its Subsidiaries as presently conducted; and (viii) each current and former employee of Fisher or any of its Subsidiaries who has contributed to or participated in research and development activities will not, after giving effect to the transactions contemplated herein, own or retain any rights to use any of the Intellectual Property owned or used by Fisher or any of its Subsidiaries . To the Knowledge of Fisher, no software used in the conduct of its business (a) contains any device or feature designed to disrupt, disable, or otherwise impair its functioning, or (b) is subject to the terms of any "open source" or other similar license requiring source code of software owned by Fisher to be publicly distributed or dedicated to the public, other than any such device, feature or license which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Fisher and its Subsidiaries, taken as a whole. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to Fisher's right to own, use, or hold for use any of the Intellectual Property owned, used, or held for use in the conduct of its business as currently conducted other than any such losses, impairments, payments, conflicts, or failure to obtain consents, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Fisher and its Subsidiaries, taken as a whole.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Thermo Electron Corp)

Intellectual Property. Each of the Company Other than as disclosed in any Paragraph IV Certification made in connection with a new drug application, Aytu and its Subsidiaries owns or own or, where a license is duly licensed (and required, in such event, has have the unfettered right to grant sublicenses use pursuant to a valid and enforceable written license, implied license or other legally enforceable right, all of the Intellectual Property (as defined below) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how that they have publicly described as being owned or licensed by them ( including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, the Intellectual Property Company IP”) used in or or, to the knowledge of Aytu and its Subsidiaries, that is necessary for the conduct of its their business as now being currently conducted and as presently contemplated to be conducted in the future ( collectively, the “ Company Intellectual Property IP”). Section 3(k) To the knowledge of Aytu and its Subsidiaries, other than as disclosed in any Paragraph IV Certification made in connection with a new drug application, the Disclosure Schedule sets forth Company IP that is registered with or issued by a list Governmental Authority is enforceable; there is no outstanding, pending or, to the knowledge of Aytu and its Subsidiaries, threatened in writing action, suit, other proceeding or claim by any third person challenging or contesting the validity, scope, use, ownership, enforceability, or other rights of Aytu or any of its Subsidiaries in or to any Company IP, and neither Aytu nor any Subsidiary has received any written notice regarding, any such action, suit, or other proceeding. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material Company patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property owned and/or used by used, marketed and sold in such Loan Party’s business, and each Loan Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the Company use of Intellectual Property. To the knowledge of Aytu and the Borrower, other than as disclosed in any Paragraph IV Certification made in connection with a new drug application, neither Aytu nor any of its business Subsidiaries has infringed or misappropriated any material rights of others. Except as set forth on the Disclosure Schedule Schedule 3.1(m), there are is no rights pending or, to the knowledge of third parties to Aytu or any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule its Subsidiaries, there are no outstanding options threatened in writing action, licenses suit, other proceeding or agreements claim by others that Aytu or any of any kind relating to the Company Intellectual Property its Subsidiaries infringes upon, nor is the Company bound by violates or a party to any options, licenses or agreements of any kind with respect to uses the Intellectual Property rights of any other person or entity (collectively others without authorization, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company neither Aytu nor any of its Subsidiaries has received any written notice of regarding, any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened such action, suit, other proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property claim. Neither the Company Except as set forth on Schedule 3.1(m), neither Aytu nor any of its Subsidiaries has entered into is a party to or bound by any consent agreement, indemnification agreement, forbearance to sue or settlement agreement material licenses with respect to IP other than licenses for computer software acquired in the validity Ordinary Course of Business. Except as set forth in the Perfection Certificate delivered on the Sixth Amendment Effective Date with respect to each Loan Party Obligor, none of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any owned by such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or Loan Party Obligor is the subject of cancellation any licensing or other adversarial proceedings franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. No Loan Party Obligor owns any Intellectual Property, except as set forth in the Perfection Certificate delivered on the Sixth Amendment Effective Date with respect to each Loan Party Obligor. The term “Intellectual Property” as used herein means (i) all patents, patent applications, patent disclosures and inventions (whether patentable or unpatentable and whether or not reduced to practice), (ii) all trademarks, service marks, trade dress, trade names, slogans, logos, and all applications therefor are pending corporate names and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy Internet domain names, confidentiality and value of together with all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, the goodwill associated with their respective contractual obligations relating to the protection each of the Company Intellectual Property used pursuant foregoing, (iii) copyrights, copyrightable works, and licenses, (iv) registrations and applications for registration for any of the foregoing, (v) computer software (including but not limited to licenses. No person is infringing on or violating source code and object code), data, databases, and documentation thereof, (vi) trade secrets and other confidential information, (vii) other intellectual property, and (viii) copies and tangible embodiments of the Company Intellectual Property owned or used by the Company or its Subsidiaries foregoing (in whatever form and medium).

Appears in 2 contracts

Samples: Facility Agreement (Neos Therapeutics, Inc.), Facility Agreement (Aytu Bioscience, Inc)

Intellectual Property. Each (a) The Company and its Subsidiaries own all right, title and interest in and to, or have licenses (which licenses are, to the Knowledge of the Company, valid and enforceable except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity) to use, all the Intellectual Property, and such Intellectual Property represents all intellectual property rights necessary for the conduct of their business as and where conducted on the date hereof and on the Closing. The Company and its Subsidiaries are in compliance in all material respects with all licenses relating to the protection of such of the Intellectual Property as it uses pursuant to license or other agreement. To the Knowledge of the Company, there are no conflicts with or infringements of any Intellectual Property by any third party. To the Knowledge of the Company, the conduct of the business of the Company and its Subsidiaries owns does not conflict with, violate, misappropriate, misuse or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable infringe any proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any intellectual property right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property party. There is no claim, suit, action or proceeding pending or, to the Knowledge of the Company ’s knowledge , threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither against the Company nor or its Subsidiaries: (i) alleging any of its Subsidiaries has entered into such conflict, violation, misappropriation, misuse or infringement with any consent agreement, indemnification agreement, forbearance to sue third party’s proprietary or settlement agreement with respect to the validity of intellectual property rights; or (ii) challenging the Company’s or its Subsidiaries’ ownership or use of, or the validity or enforceability of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property . The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries .

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Broadwing Corp)

Intellectual Property. Each member of the Company Group owns and possesses, directly or through another member of the Company Group, free and clear of all Liens (other than nonexclusive licenses granted by a Company Group member to its Subsidiaries owns customers, or is duly licensed (and distribution rights granted by a Company Group member to persons in the distribution chain, in such event each case, in the Ordinary Course of Business), all right, title and interest in and to, or has the unfettered right to grant sublicenses) use pursuant to use a valid and enforceable written agreement set forth in Schedule 4.15(a)(x), all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property”) used in or Property necessary for to the conduct of its business as now being conducted and as presently contemplated proposed to be conducted (including all right, title and interest in and to the future (collectively Intellectual Property required to be disclosed in Schedule 4.16, the “Company Intellectual Property”). Section 3(k) To the Knowledge of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule Company, there are no rights of third parties to any member of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule Group has infringed, there are no outstanding options misappropriated or conflicted with, licenses or agreements of any kind relating and to the Knowledge of the Company, the conduct of each Company Group member’s business as now conducted and as presently proposed to be conducted will not violate any license (or other agreement concerning Intellectual Property ), nor is the Company bound by or a party to infringe, misappropriate or conflict with, any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity entity. No Company Group member has received any communications ( collectively including demands or offers to license) alleging that a Company Group member has infringed, the “Third Party License Agreements”) other than such licenses misappropriated or agreements arising from the purchase of generally available products conflicted with or, as to which the aggregate consideration paid by conducting its business, would infringe, misappropriate or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right Intellectual Property of any other person with respect or entity. To the Knowledge of the Company, there are no facts which indicate a likelihood of any of the foregoing two (2) sentences. There are no claims against any Company Group Member that were either made within the past four (4) years or are presently pending contesting the validity, use, ownership or enforceability of any of the Company Intellectual Property (including any interference, reissue, reexamination, invalidation, cancellation or opposition proceeding), and, to the Knowledge of the Company, there is no basis for any such claim. To the Knowledge of the Company, no third party has infringed, misappropriated or otherwise conflicted with any of the Company Intellectual Property. Neither Except as set forth in Schedule 4.16, no loss or expiration (other than, in the case of patents and copyrights, natural expiration at the end of their respective statutory terms) of any Company Intellectual Property is pending, threatened or reasonably foreseeable. All registered or issued Company Intellectual Property (or applications therefor) is in compliance with applicable formal legal requirements (including, as applicable, timely payment of filing, examination and maintenance fees, and timely filings of proofs of working or use, affidavits of use and incontestability and renewal applications), and is valid and enforceable. Except as otherwise provided in this Agreement, the transactions contemplated by this Agreement shall not impair the right, title or interest of any Company Group member in and to the Company nor Intellectual Property and all of the Company Intellectual Property shall be owned or available for use by the Company Group members immediately after Closing on terms and conditions identical to those under which the Company Group member owned or used the Company Intellectual Property immediately prior to the Closing. No Company Group Member jointly owns any material Intellectual Property with any third party. Except as set forth on Schedule 4.16, no source code for any product or service developed, marketed or sold by any Company Group member (a “Company Product”) has been made available or licensed to any Person, and no member of the Company Group is under any obligation (including contingent) to do so. No Company Group member is subject to any settlement or coexistence agreement that restricts its use of any Intellectual Property owned by or exclusively licensed to such member. No funding, facilities, or personnel of any Governmental Agency were used, directly or indirectly, to develop any Company Intellectual Property, and no Company Intellectual Property is subject to any “march in” or similar rights. Each member of the Company Group has complied with, and the performance of this Agreement will comply with, all applicable privacy policies, laws and regulations. Each Company Group member has and enforces a policy requiring all employees and independent contractors likely to participate in the development or creation of Intellectual Property to execute appropriate assignment agreements, pursuant to which each such employee or independent contractor has assigned to the Company all of its Subsidiaries rights, including all Intellectual Property, in and to all ideas, inventions, processes, works of authorship and other work products that relate to the business of a Company Group member and that, in the case of employees, were conceived, created, authored or developed during the term of such employee’s employment by the Company. Each Company Group member has received written notice and enforces a policy requiring all employees and independent contractors with access to any confidential information of a Company Group member (or of a third party to which a Company Group member owes a duty of confidentiality) to execute appropriate non-disclosure agreements. No current or former employee or contractor (including RekSoft) of any pending conflict with Company Group member has any ownership or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing other rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement Schedule 4.16 lists all patents, indemnification agreement patent applications, forbearance to sue registered trademarks, trademark applications, registered service marks, service mark applications, material unregistered trademarks or settlement agreement with respect service marks, trade names, registered copyrights, material unregistered copyrights, and domain names owned by or exclusively licensed to the validity Company. No Company Product is subject to any open source, public source, freeware, shareware, copyleft, community source or similar obligation or condition that could require the disclosure of any source code to any person or entity or otherwise limit the Company’s or its Subsidiaries’ ownership right of or right any Company Group member to use its or distribute any Company Intellectual Property and there is no reasonable basis for any such claim to be successful Product. The Each Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company Group member has taken all commercially reasonable steps required action to perfect establish, maintain, protect, preserve and enforce its ownership of and interest rights in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property . The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries .

Appears in 2 contracts

Samples: Series C Convertible Preferred Stock and Warrant Purchase Agreement (SoftBrands, Inc.), Series C Convertible Preferred Stock and Warrant Purchase Agreement (Abry Mezzanine Partners Lp)

Intellectual Property. Each of the Company and its Subsidiaries subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits , inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes , know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "INTANGIBLES") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted described in the future (collectively Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect 1997. To the Company’s knowledge, no other party to any best knowledge of the Third Party License Agreements is in default thereunder Company, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property Intangibles, which alleged pending conflict or alleged infringement, if adversely determined, would result in a Material Adverse Effect. There is no pending or, Except as disclosed in the SEC Documents filed prior to the Company’s knowledge date hereof, threatened action, suit, proceeding or claim by others challenging the termination of the Company ’s 's ownership of of, or licensing rights right to use, any single Intangible would not result in or to any Company Intellectual Property a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company ’s 's or its Subsidiaries’ subsidiaries' ownership of or right to use its Company Intellectual Property and Intangibles and, to the best knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No To the best knowledge of the Company, no person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cole Candi M /Fa/), Form of Securities Purchase Agreement (Azurel LTD)

Intellectual Property. Each of the (i) The Company and its Subsidiaries owns owns, is licensed or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) otherwise possesses legally enforceable rights to use all (in each case, free and clear of any liens or encumbrances of any kind), the patents, patent applications know-how, trademarks , trademark applications, trade names , service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering brand names and marketing data, object computer software and source codes any applications for such patents, know- how (including trade secrets how, trademarks, tradenames, service marks and brand names, computer software or other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights intellectual property and proprietary knowledge (collectively, “Intellectual Property”) rights used in or necessary for the conduct of its business as now being currently conducted and as presently contemplated to be conducted in the future (collectively, the “Company "Intellectual Property "). The Intellectual Property filed with the United States Patent and Trademark Office is listed in Section 3(k 3.1(n) of the Disclosure Schedule sets forth a list of all material Company Schedule. Each license or other agreement relating to Intellectual Property owned and/or used to which the Company is a party has been complied with by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and is in full force and effect; (ii) the Company has not licensed or otherwise granted to others any rights to use any such Intellectual Property except as contemplated by this Agreement, the Notes and the License Agreement (as defined below) or as set forth in Section 3.1(n) of the Disclosure Schedule; (iii) to the best of the Company ’s 's knowledge enforceable and except as set forth in Section 3.1(n) of the Disclosure Schedule, the use of such Intellectual Property by the Company does not infringe on or otherwise violate the rights of any person and is in accordance with their respective terms any applicable license pursuant to which the Company acquired the right to use such Intellectual Property; and (iv) to the knowledge of the Company and except as set forth in Section 3.1(n) of the Disclosure Schedule, no person is challenging, infringing on or otherwise violating any right of the Company with respect to such Intellectual Property. To the Company's knowledge, all material respects such patents, subject to general principles of equity trademarks, service marks, and copyrights held by the Company or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, licensed by the enforcement of creditors’ rights Company are valid and remedies subsisting. The Company is not not, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, be in breach of any license, sublicense or other agreement, relating to the Intellectual Property or any third party right to such Third Party License Agreements, other than Intellectual Property except for such breaches as would not result, that individually or in the aggregate, in aggregate would not reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries. (o)

Appears in 2 contracts

Samples: Exhibit 99 (Medarex Inc), Term Page (Houston Biotechnology Inc)

Intellectual Property. Each Except as as set forth in Section 3.19 of the Company Schedule of Exceptions, to the Knowledge of the Company, the Company or one of its Subsidiaries (as specifically identified on Schedule 3.19(a)) is the sole and exclusive (as to any third party) owner or assignee of the entire right, title and interest in and to the Intellectual Property set forth on Schedule 3.19(a) and all other Intellectual Property material to and used in its business, and is licensed perpetually and without royalty or other payment obligations to third parties to the Intellectual Property set forth on Schedule 3.19(b), except as noted on Schedule 3.19(b). The Company or such Subsidiary owns or has the rights to use, free and clear of any security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever (“Liens“), but subject to any existing licenses or other grants of rights to third parties (to the extent set forth in Section 3.19(a) or Section 3.19(b) of the Company Schedule of Exceptions), all material Intellectual Property as is necessary and sufficient (i) for its businesses as currently conducted and (ii) for the services provided by the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property” Property Rights“) . Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business . Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result reasonably be expected to, individually or in the aggregate, in have a Company Material Adverse Effect . To , (a) there is no Proceeding pending, or to the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary Knowledge of the Company infringes threatened, (i) alleging infringement, misappropriation, violation or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither dilution by the Company nor or any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any Intellectual Property of a third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s validity, enforceability, ownership or use of any of the Intellectual Property set forth in Section 3.19(a) or licensing rights in Section 3.19(b) of the Company Schedule of Exceptions or to any the Company Intellectual Property. Neither Property Rights therein and (ii) by the Company nor or any of its Subsidiaries has entered into alleging infringement or misappropriation of any consent agreement Intellectual Property against a third party; (b) the provision of services by the Company and its Subsidiaries do not infringe the valid Intellectual Property rights of any third party, indemnification agreement and, forbearance to sue or settlement agreement with respect to the validity Knowledge of the Company ’s or its Subsidiaries’ ownership of or right to use its , the Company Intellectual Property and there is Rights are not being infringed by any third party; (c) no reasonable basis for any such claim to be successful. The Company Intellectual Property are Right will terminate or cease to be a valid and enforceable and no registration relating thereto has lapsed, expired right of the Company or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all any of its Subsidiaries by reason of the execution and delivery of this Agreement by the Company, the performance of the Company Intellectual Property. The of its obligations hereunder, or the consummation by the Company of the Merger; and (d) except as set forth in Section 3.19 of the Company Schedule of Exceptions, the Company and its Subsidiaries have complied not granted any license, sublicenses or any other rights in, to or under the Intellectual Property. As used in this Agreement, “Intellectual Property“ means all material respects patents, with their respective contractual obligations relating to inventions, copyrights, software, trademarks, service marks, domain names, trade dress, trade secrets and all other intellectual property and intellectual property rights of any kind or nature. For purposes of this Agreement, the term “patents” means United States and non-U.S. patents (utility or design, as applicable), provisional patent applications, non-provisional patent applications, continuations, continuations-in-part, divisions, any such patents resulting from reissue, reexamination, renewal or extension (including any supplementary protection certificate) of any patent, patent disclosures, substitute applications, and any confirmation patent or registration patent or patent of addition based on any such patent, and all foreign counterparts of any of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National Holdings Corp), Agreement and Plan of Merger (Gilman Ciocia, Inc.)

Intellectual Property. Each of the Company The Banks and its their Subsidiaries owns own, are licensed to use or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) otherwise possess legally enforceable rights to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications rights, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes copyrights, know-how (including trade secrets secrets, applications and other unpatented and/or or unpatentable proprietary or confidential information, systems or procedures ) ), trademarks, service marks, trade names, domain names and other similar intellectual property rights and proprietary knowledge (collectively, “ Intellectual Property Proprietary Rights”) that are material to the Business and used in or necessary for the conduct of its business the Business as now being currently conducted. The Banks and their Subsidiaries have the right to use all material Proprietary Rights owned by the Banks or used in the conduct of the Business as currently conducted without infringing, misappropriating or otherwise violating the Proprietary Rights of any third party, and neither the Banks, their Subsidiaries nor the conduct of the Business has infringed, misappropriated or otherwise violated any such Proprietary Rights in any material respect. To the Company’s Knowledge, the Banks have the right to use all material Proprietary Rights licensed to the Banks and used in the conduct of the Business as currently conducted without infringing, misappropriating or otherwise violating the Proprietary Rights of any third party or violating the terms of any licensing or other agreement to which the Banks are a party. To the Company’s Knowledge, no Person is infringing, misappropriating or otherwise violating any of the Proprietary Rights of the Banks or their Subsidiaries, except where such infringement, misappropriation or other violation, or the lack of a right to use such Proprietary Rights, would not have any material impact on the Banks or their Subsidiaries. No charges, claims or litigation have been asserted or, to the Company’s Knowledge, threatened against the Banks or their Subsidiaries (i) contesting the right of the Banks or their Subsidiaries to use, or the validity of, any of the Proprietary Rights used in the conduct of Business as currently conducted, (ii) challenging or questioning the validity or effectiveness of any license or agreement pertaining thereto or asserting the misuse thereof or (iii) claiming that the Banks, their Subsidiaries or the conduct of the Business infringes, misappropriates or otherwise violates any Proprietary Rights of any Person, and, to the Company’s Knowledge, no valid basis exists for the assertion of any such charge, claim or litigation. All licenses and other agreements to which the Banks or their Subsidiaries is a party relating to Proprietary Rights are in full force and effect and constitute valid, binding and enforceable obligations of the Banks and, to the Company’s Knowledge, each other party thereto, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, as the case may be, and there have not been and there currently are not any defaults (or any event which, with notice or lapse of time or both, would constitute a default) by the Banks or, to the Company’s Knowledge, any other party thereto under any license or other agreement affecting Proprietary Rights used in the conduct of the Business as currently conducted, except for defaults, if any, which would not have any material impact on the Banks or their Subsidiaries. Other than with respect to the items marked with *** on Section 3.17 of the Disclosure Schedule, the validity, continuation and effectiveness of all licenses and other agreements relating to the Proprietary Rights used in the conduct of Business as currently conducted and as presently the current terms thereof will not be affected by the transactions contemplated to be conducted in the future (collectively, the “Company Intellectual Property”) by this Agreement. Section 3(k) 3.17 of the Disclosure Schedule sets forth a true and complete list of all material Company Intellectual Property registrations and applications for registration of Proprietary Rights owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses Banks or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Talmer Bancorp, Inc.), Stock Purchase Agreement (Talmer Bancorp, Inc.)

Intellectual Property. Each The Transaction Agreements, taken as a whole, including the Separation and Distribution Agreement and the assets transferred thereby, the Intellectual Property Agreement (as defined in the Separation and Distribution Agreement) and the intellectual property licenses granted thereby and the other Ancillary Agreements and all services furnished thereby provide sufficient rights in or access to intellectual property owned by AT&T to enable the AT&T Broadband Group, without violating such AT&T intellectual property, to conduct its business immediately after the Effective Time in all material respects as that business was conducted by the AT&T Broadband Group immediately prior to the Effective Time. Neither AT&T nor any AT&T Subsidiary has received any notice of the Company and its Subsidiaries owns infringement of or is duly licensed ( conflict with, and, in such event to AT&T’s knowledge, has there are no infringements of or conflicts with, the unfettered right rights of any Person with respect to grant sublicenses) to the use all patents of any trademark, patent applications, trademarks, trademark applications service mark, trade names name, service marks invention, copyrights patent, copyright applications trade secret, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes copyright, know-how (including trade secrets and other unpatented and/or unpatentable proprietary any registrations or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary applications for the conduct registration of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses foregoing) or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively similar type of proprietary intellectual property right that, the “Third Party License Agreements”) other than in either such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result case, individually or in the aggregate, in a have had or would reasonably be expected to have, an AT&T Broadband Material Adverse Effect . To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries .

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger

Intellectual Property. Each The Company has sufficient title and ownership of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications service marks, trade names, service marks, copyrights, copyright applications trade secrets, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar proprietary rights and proprietary knowledge processes (collectively, “Intellectual Property Property Rights”) used in or necessary for the conduct of its business as now being conducted and or as presently contemplated proposed to be conducted in the future (collectively conducted, the “Company Intellectual Property”). Section 3(k) without any conflict with or infringement of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements others. Except as set forth on the Disclosure Schedule, there There are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property Rights of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies entity. The Company is has not in breach of received any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither communications alleging that the Company nor has violated or, by conducting its business as now conducted or as proposed to be conducted, would violate any Subsidiary of the Company infringes or is in conflict with any right Intellectual Property Rights of any other person with respect to any third party or entity. The Intellectual Property. Neither Property Rights of the Company nor are listed on Section 3.8 of the Disclosure Schedule. Except as set forth in Section 3.8 of the Disclosure Schedule, all rights of the Company in and to the Intellectual Property Rights will be unaffected by the Merger and the other transactions contemplated hereby. Except as set forth in Section 3.8 of the Disclosure Schedule, the Company has not given or received any of its Subsidiaries has received written notice of any pending conflict with, or infringement of the rights of others with respect to, any Company owned Intellectual Property or with respect to any license of the Company owned Intellectual Property. Except as set forth in Section 3.8 of the Disclosure Schedule, the Company is not subject to any order, writ, injunction, judgment or decree with respect to, nor has it entered into or is it a party to any contract which restricts or impairs the use of, any Intellectual Property Rights. Except as set forth in Section 3.8 of the Disclosure Schedule, no Intellectual Property Rights, and no services or products sold or contemplated for sale by the Company, conflicts with or infringement infringes upon any issued patent of any third party, the Company is not infringing any issued patent owned by any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity and none of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used activities presently being conducted by the Company or its Subsidiaries is infringing the issued patent rights of any third party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zynerba Pharmeceuticals, Inc.), Agreement and Plan of Merger (Zynerba Pharmeceuticals, Inc.)

Intellectual Property. Each of (a) Except as set forth on Schedule 4.14, the Company is the sole and its Subsidiaries owns or is duly licensed ( exclusive legal and beneficial, and, as to registered Intellectual Property, record, owner of all right, title and interest in such event and to the Intellectual Property, and has the unfettered valid right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) intellectual property of any third party used in or necessary for the conduct of its the Company’s current business as now being conducted or operations, in each case, free and as presently contemplated clear of Encumbrances other than Permitted Encumbrances. Without limiting the generality of the foregoing, the Company has entered, or will enter, prior to be conducted Closing, into binding, written agreements with every current and former employee of the Company, and with every current and former independent contractor, whereby such employees and independent contractors (i) assign to the Company any ownership interest and right they may have in the future (collectively, the “Company Intellectual Property ”). Section 3(k ; and (ii) of acknowledge the Disclosure Schedule sets forth a list Company’s exclusive ownership of all material Company Intellectual Property. Each item of Intellectual Property owned and/or or intellectual property of any third party owned, licensed or used by the Company in its business. Except as immediately prior to the Closing is set forth on the Disclosure Schedule, there are no rights Schedule 4.14. Each item of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements intellectual property of any kind relating to the Company Intellectual Property third party owned, nor is the Company bound by licensed or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable used by the Company in accordance is valid and enforceable and otherwise fully complies with their respective terms in all material respects, subject Laws applicable to general principles the enforceability thereof. Schedule 4.14 identifies each item of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement intellectual property of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither that any Person other than the Company nor any owns and that the Company uses pursuant to license, agreement or permission (a “License”). With respect to each item of its Subsidiaries has received written notice Intellectual Property or intellectual property of any pending conflict with or infringement upon any third party Intellectual Property. There required to be identified in Schedule 4.14: (i) such item is not subject to any Order; (ii) no action is pending or, to the Company’s knowledge Knowledge, is threatened action or anticipated that challenges the legality, suit, proceeding validity or claim by others challenging the Company’s ownership enforceability of or licensing rights in or to any Company Intellectual Property. Neither such item; and (iii) the Company nor has not granted any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue sublicense or settlement agreement similar right with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations License relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries such item.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Alpine 4 Automotive Technologies Ltd.), Security Agreement (Livedeal Inc)

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result not, individually or in the aggregate, in have a Material Adverse Effect . To , the Company’s knowledge Company owns or has the right to use, no other party to any whether through ownership, licensing or otherwise, all Intellectual Property necessary for or used in the operation of the Third Party License Agreements is businesses of the Company and each of its Subsidiaries as such businesses are conducted on the date hereof, including without limitation, the operation of the Company Website (“Company Material Intellectual Property”). Except as set forth in default thereunder, other than such defaults Section 3.16 of the Company Disclosure Memorandum or except as would not result not, individually or in the aggregate, in have a Material Adverse Effect . Neither : (a) no written claim has been received by the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice challenging the ownership, legality, use, validity or enforceability of any pending conflict with or infringement upon Company Material Intellectual Property and no such Company Material Intellectual Property is currently the subject of any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, claim, investigation, arbitration or other proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither which the Company nor or any of its Subsidiaries is a party; (b) no person has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect given notice to the validity Company or any of its Subsidiaries that the use of any Company Material Intellectual Property by the Company or any licensee is infringing or has infringed any domestic or foreign patent, trademark, service mark, trade name, or copyright or design right, or that the Company or any licensee has misappropriated or improperly used or disclosed any trade secret, confidential information or know-how; (c) the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not breach, violate or conflict with any instrument or agreement concerning any Company Material Intellectual Property and will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Company Material Intellectual Property; (d) the Company has the right to require the inventor or author of any Company Material Intellectual Property which constitutes an application for registration, including, but not limited to, all patent applications, trademark applications, service mark applications, copyright applications and mask work applications, to transfer ownership, including all right, title and interest in and to (including any moral rights), to the Company of the application and of the registration once it issues; (e) to the Company’s knowledge, no third party has interfered with, infringed upon, misappropriated, or its Subsidiaries’ ownership of or right to use its used without authorization any Company Material Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable Property, and no registration relating thereto employee or former employee of the Company has lapsed interfered with, expired infringed upon, misappropriated, used without authorization, or been abandoned or canceled or is otherwise come into conflict with any Company Material Intellectual Property; (f) the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required action to perfect its ownership maintain and protect each item of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Material Intellectual Property . The ; (g) to its knowledge, the Company and its Subsidiaries have complied, in has the right to use all material respects, with their respective contractual obligations relating to the protection of the Company Material Intellectual Property used pursuant to licenses. No person is infringing on or violating in all jurisdictions in which the Company Intellectual Property owned currently conducts business; and (h) neither the marketing, license, sale, furnishing or used intended use of any product or service (including without limitation any service offered to users of the Company Website) currently licensed, utilized, sold, provided or furnished by the Company violates any license or agreement between the Company and any third party or infringes or misappropriates any Intellectual Property of any other person. Schedule 3.16 of the Company Disclosure Memorandum contains a complete list of (i) with respect to any Company Material Intellectual Property, all Company registrations of any patents, copyrights, mask works, trademarks, service marks, Internet domain names or Internet or World Wide Web URLs or addresses with any governmental or quasi-governmental authority or other body; (ii) all applications, registrations, filings and other formal actions made or taken pursuant to federal, state and foreign laws by the Company to secure, perfect or protect its Subsidiaries interest in the Company Material Intellectual Property, including, without limitation, all patent applications, copyright applications, and applications for registration of trademarks and service marks, (iii) all unregistered copyrights, trademarks and service marks included within the Company Material Intellectual Property, (iv) all licenses, sublicenses and other agreements as to which the Company is a party and pursuant to which any person is authorized to use any the Company Material Intellectual Property, and (v) all licenses, sublicenses and other agreements as to which the Company is a party and pursuant to which the Company is authorized to use any Company Material Intellectual Property.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ecost Com Inc), Agreement and Plan of Merger (Pfsweb Inc)

Intellectual Property. Each of the (a) The Company owns, is licensed or otherwise possesses legally transferable and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) enforceable rights to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property”) used in or Property which is necessary for the conduct of, or used in, the business of its business as now being conducted and the Company as presently contemplated to conducted, and such rights will not be conducted in adversely affected by the future (collectively, the “Company Intellectual Property”). Section 3(k) consummation of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used transactions contemplated by this Agreement or any other Transaction Document to which the Company in its business is a party. Except as set forth on Schedule 3.10(a), the Disclosure Schedule Company has not licensed any of its Intellectual Property, there are no rights of third parties including in source code form, to any party or entered into any exclusive or non-exclusive licenses or agreements relating to any of the Company its Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ag&e Holdings Inc.), Agreement and Plan of Merger (Perficient Inc)

Intellectual Property. Each of the (a) The Company and each of its Subsidiaries owns owns, or is duly licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property used in the conduct of its business as currently conducted and as proposed to be conducted. Schedule 3.27 lists ( and, in such event, has the unfettered right to grant sublicenses i) to use all patents, patent applications, trademarks, servicemarks, trademark and servicemark applications, copyrights and trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering names owned or held by the Company or any of its Subsidiaries and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted or their businesses, including the jurisdictions in the future which each such Intellectual Property right has been issued or registered or in which any such application for such issuance or registration has been filed; ( collectively, the “Company Intellectual Property”). Section 3(k ii) of the Disclosure Schedule sets forth a list of all material written licenses, sublicenses and other agreements to which the Company Intellectual Property owned and/or used by or any of its Subsidiaries is a party and pursuant to which any Person (other than employees of the Company in the course of their employment) is authorized to use any such Intellectual Property rights; and (iii) all material written licenses, sublicenses and other agreements to which the Company or any of its business. Except as set forth on Subsidiaries is a party and pursuant to which the Disclosure Schedule Company or any of its Subsidiaries is authorized to use any third party patents, there trademarks or copyrights, including computer software (“Third Party Intellectual Property Rights”) which are no rights of third parties to any used in the businesses of the Company Intellectual Property except through licensing agreements. Except as set forth on or the Disclosure Schedule, there are no outstanding options, licenses Subsidiaries or agreements which form a part of any kind relating to product or service of the Company Intellectual Property or its Subsidiaries, nor is the Company bound by or a party to any options, licenses or agreements all of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies effect. The Company is not in breach has delivered to the Purchaser correct and complete copies of any all such Third Party License Agreements patents, other than such breaches registrations, applications, licenses and agreements and related documentation, all as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party amended to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property date. Neither the Company nor any of its Subsidiaries has received written notice of agreed to indemnify any pending Person for or against any infringement, misappropriation or other conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or respect to any item of Intellectual Property that the Company Intellectual Property owns or uses. Neither the Company nor any of its Subsidiaries has entered into is a party to any consent agreement oral license, indemnification agreement sublicense or agreement which, forbearance if reduced to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim written form, would be required to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is listed in Schedule 3.27 under the subject terms of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries this Section 3.27.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Overhill Farms Inc), Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)

Intellectual Property. Each (a) Schedule 3.12 contains a complete and correct list of all Intellectual Property (excluding non-professional off-the-shelf software) that is owned by each of the Company and its Subsidiaries owns Companies, or is duly licensed (and used in, held for use in such event connection with, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated of, or otherwise material to be conducted in the future Business ( collectively, the “ Company Intellectual Property Property Assets”) . Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business . Except as set forth on Schedule 3.12, the Disclosure Schedule Companies own or have the right to use, there are no rights pursuant to a license, sublicense, agreement or permission, all of third parties the Intellectual Property Assets, free from any Liens and free from any requirement of any past, present or future royalty payments, license fees, charges or other payments, or conditions or restrictions whatsoever. Schedule 3.12 identifies each license, agreement or other permission, if any, which any Company has granted to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a third party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products Assets. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Each Company has taken all reasonable steps required necessary and prudent action to perfect its ownership of maintain and interest in its Company protect the Intellectual Property and has taken reasonable security measures to protect the secrecy Assets that it owns, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on licenses or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries uses.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Urban-Gro, Inc.), Stock Purchase Agreement (Urban-Gro, Inc.)

Intellectual Property. Each of the Company and its Subsidiaries subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property Intangibles”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect conducted. To the Company’s knowledge, no other party to any best knowledge of the Third Party License Agreements is in default thereunder Company, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles. Neither Except as disclosed in the SEC Documents filed prior to the date hereof, neither the Company nor any of its Subsidiaries subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property Intangibles. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging The termination of the Company’s ownership of of, or licensing rights right to use, any single Intangible would not result in or to any Company Intellectual Property a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries subsidiaries’ ownership of or right to use its Company Intellectual Property and Intangibles and, to the best knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No To the best knowledge of the Company, no person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries subsidiaries.

Appears in 2 contracts

Samples: Form of Subscription Agreement (Vendingdata Corp), Form of Subscription Agreement (Vendingdata Corp)

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "INTANGIBLES") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”) future. Section 3(k 3(l) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property Intangibles owned and/or used by the Company in its business. Except as set forth on To the Disclosure Schedule, there are no rights of third parties to any knowledge of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule and its Subsidiaries, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property Intangibles. There is no pending or Except as set forth on Section 3(l) of the Disclosure Schedule, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company ’s 's or its Subsidiaries ' ownership of or right to use its Intangibles and the Company Intellectual Property and there is has no knowledge of any reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No To the Company's knowledge, no person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Remote Dynamics Inc), Securities Purchase Agreement (Remote Dynamics Inc)

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property Intangibles”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, future. To the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any knowledge of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule and its Subsidiaries, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property Intangibles. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property Intangibles and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Heartland Oil & Gas Corp), Securities Purchase Agreement (Heartland Oil & Gas Corp)

Intellectual Property. Each (a) Schedule 3 sets out a true, correct and complete list of: (i) all of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company; and (ii) all licenses or similar agreements or arrangements to which the Company is a party, either as licensee or its Subsidiaries. licensor, with respect to Intellectual Property. (b) the Company is the exclusive owner of the Intellectual Property free and clear of all Encumbrances; (c) There is no claim existing or, to the Knowledge of the Seller, threatened, alleging adverse ownership, invalidity or other opposition to, or any conflict with, any of the Intellectual Property. In the past five (5) years, the Company has not received written notice of any alleged infringement or misappropriation from any Person with respect to the Intellectual Property. During such period, to the Seller's knowledge, the Company has not infringed and is not currently infringing on the intellectual property rights of any other Person; and

Appears in 2 contracts

Samples: Share Exchange Agreement (Newgioco Group, Inc.), Share Exchange Agreement (Empire Global Corp.)

Intellectual Property. Each (a) Schedule 3.21(a) sets forth a true and complete list of all (i) material and/or Registered Intellectual Property owned by the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct each of its business as now being conducted Subsidiaries, indicating for each Registered item the registration or application number and as presently contemplated to be conducted in the future applicable filing jurisdiction (collectively, the “Company "Scheduled Intellectual Property ") and (ii) Intellectual Property Contracts (other than commercial "off-the-shelf" or "shrink-wrap" software). Section 3(k The Company or its Subsidiary, as applicable, exclusively owns (beneficially and of record where applicable) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Scheduled Intellectual Property, nor free and clear of all Encumbrances other than Permitted Encumbrances. The Scheduled Intellectual Property is the Company bound by or a party valid, subsisting and enforceable, and is not subject to any options outstanding order, licenses judgment, decree or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to agreement adversely affecting the Company ’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity 's or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation its Subsidiaries' use thereof or similar laws relating to, or affecting generally, the enforcement of creditors’ its rights and remedies thereto. The Company and each of its Subsidiaries has sufficient rights to use all Intellectual Property used in its business as currently conducted and to be used in its business as proposed to be conducted, all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement. There is not in breach no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted or threatened concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Intellectual Property as concerns the Company or any of any such Third Party License Agreements, other than such breaches as would not result, individually its Subsidiaries or in the aggregate, in a Material Adverse Effect Scheduled Intellectual Property or Licensed Intellectual Property. To the Company ’s 's or the Sellers' knowledge, no valid basis for any such litigation, opposition, cancellation, proceeding, objection or claim exists. To the Company's or the Sellers' knowledge, no Person is violating any Scheduled Intellectual Property right or other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither Intellectual Property right that the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries holds exclusively.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sterling Bancshares Inc), Stock Purchase Agreement (Sterling Bancshares Inc)

Intellectual Property. Each All Trademark registrations, Trademark applications, and any other material Trademarks (including domain names) are identified in Section 3.16 of the Company Disclosure Schedule, and such Trademarks are valid and enforceable and have not been abandoned. All Copyright registrations, Copyright applications, and any other material Copyrights or Software (other than contracts, agreements, licenses or arrangements granting rights to use readily available commercial Software having an acquisition price of less than $100,000 per contract, agreements, license or arrangement) are identified in Section 3.16 of the Company Disclosure Schedule, and such Copyrights are valid and enforceable. All issued Patents and pending applications for Patents are identified in Section 3.16 of the Company Disclosure Schedule. Section 3.16 of the Company Disclosure Schedule identifies the owner(s) of such Trademarks, Copyrights and Patents. Except as disclosed in Section 3.16 of the Company Disclosure Schedule: (i) the Company or its Subsidiaries are the sole and exclusive owner of all right, title and interest in or have valid and enforceable rights to use, by license or other agreements, all of the Intellectual Property Rights that are currently used in the conduct of the business of the Company and its Subsidiaries owns Subsidiaries, except where the failure to own or is duly licensed (and, in possess such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as Rights would not result not, individually or in the aggregate, in have a Company Material Adverse Effect . To ; (ii) no Proceeding has commenced, been brought or heard by or before any Governmental Entity or arbitrator or is pending or to the Company’s knowledge, no other party to knowledge is or has been threatened in written or oral communication by any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person third Person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property Rights owned or used by the Company or its Subsidiaries in connection with the business of the Company and its Subsidiaries as currently conducted, including any claim or suit that alleges that any such conduct or Intellectual Property Right infringes, impairs, misappropriates, dilutes or otherwise violates the rights of others, and the Company or its Subsidiaries are not the subject of any outstanding injunction, judgment, order, decree, ruling, charge, settlement, or other dispute involving any third Person’s Intellectual Property Rights; (iii) none of the Company or its Subsidiaries is aware of, or has threatened or initiated, any claim or action or Proceeding against any third Person with respect to any Intellectual Property Rights, except for those claims or actions that would not, individually or in the aggregate, have a Company Material Adverse Effect; (iv) the conduct of the business of the Company and its Subsidiaries does not conflict with or infringe any Intellectual Property Rights of any third Person except those that would not, individually or in the aggregate, have a Company Material Adverse Effect; (v) there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation by another Person of any Intellectual Property owned by the Company or its Subsidiaries which would, individually or in the aggregate, have a Company Material Adverse Effect; (vi) the Company or its Subsidiaries have secured valid written assignments from all Persons (including, without limitation, consultant and employees) who contributed to the creation or development of Intellectual Property Rights created or developed for use by the Company or its Subsidiaries that the Company or its Subsidiaries do not already own by operation of law; and (vii) the Company or its Subsidiaries have taken all necessary and reasonable steps to protect and preserve, in all material respects, the confidentiality and integrity of all trade secrets, know-how, source codes, databases, confidential and proprietary information, and similar Intellectual Property Rights owned or used in the conduct of the business of the Company or its Subsidiaries and all use, disclosure or appropriation thereof by or to any third Person has been pursuant to the terms of a written agreement between such third Person and the Company or its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rent Way Inc), Agreement and Plan of Merger (Rent a Center Inc De)

Intellectual Property. Each of the Company and its Subsidiaries subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "INTANGIBLES") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect conducted. To the Company’s knowledge, no other party to any best knowledge of the Third Party License Agreements is in default thereunder Company, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles. Neither Except as set forth on Schedule 3(j) of the Schedule of Exceptions, neither the Company nor any of its Subsidiaries subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property Intangibles. There is no pending or Except as set forth on Schedule 3(j) of the Schedule of Exceptions, to the termination of the Company ’s knowledge 's ownership of, threatened action or right to use, suit, proceeding or claim by others challenging any single Intangible would not result in a Material Adverse Effect on the Company ’s ownership of or licensing rights in or to any Company Intellectual Property . Neither the Company nor any of its Subsidiaries subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company ’s 's or its Subsidiaries’ subsidiaries' ownership of or right to use its Company Intellectual Property and Intangibles and, to the best knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No To the best knowledge of the Company, no person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries subsidiaries.

Appears in 2 contracts

Samples: Exchange Agreement (Virologic Inc), Securities Purchase Agreement (Virologic Inc)

Intellectual Property. Each of the Company Yardville and its Subsidiaries each Yardville Subsidiary owns or is duly licensed possesses valid and binding licenses or other rights ( and subject to expirations in accordance with their terms and in each case, in such event, has the unfettered right to grant sublicenses free and clear of any liens) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property”) Property used in and material to their business, each without payment other than renewal or necessary for the conduct of its business similar fees (which fees, if any, are currently paid as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list date hereof), and neither Yardville nor any Yardville Subsidiary has received any notice of all material Company Intellectual Property owned and/or used by infringement with respect thereto that asserts the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements others. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding Yardville and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any each Yardville Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied performed, in all material respects, with their respective contractual the obligations required to be performed, and are not in default in any material respect, under any contract, agreement, arrangement or commitment relating to the protection any of the Company Intellectual Property used pursuant foregoing. To the Knowledge of Yardville, the conduct of the business of Yardville and each Yardville Subsidiary as currently conducted or proposed to licenses. No person is infringing on be conducted does not, in any respect, infringe upon, dilute, misappropriate or violating the Company otherwise violate any Intellectual Property owned or used controlled by the Company any third party. No Person is otherwise violating any right of Yardville or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to Yardville or its Subsidiaries Subsidiaries and no Intellectual Property owned and/or licensed by Yardville or its Subsidiaries is being used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of such Intellectual Property.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Yardville National Bancorp), Agreement and Plan of Merger (Yardville National Bancorp)

Intellectual Property. Each of the Company and its Subsidiaries subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property” "Intangibles"). Section 3(k) of To the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any knowledge of the Company Intellectual Property and except through licensing agreements. Except as set forth on disclosed in the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating SEC documents filed prior to the Company Intellectual Property date hereof, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property Intangibles which, if the subject of an unfavorable decision, ruling or finding would have a Material Adverse Effect. Neither Except as disclosed in the SEC documents filed prior to the date hereof, neither the Company nor any of its Subsidiaries subsidiaries has received written notice of any pending conflict with or infringement upon any such third party Intellectual Property Intangibles. There is no pending or, Except as disclosed in the SEC documents filed prior to the Company’s knowledge date hereof, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither neither the Company nor any of its Subsidiaries subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company ’s 's or its Subsidiaries’ subsidiaries' ownership of or right to use its Company Intellectual Property and Intangibles and, to the knowledge of the Company, there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No To the knowledge of the Company, no person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sangstat Medical Corp), Securities Purchase Agreement (Sangstat Medical Corp)

Intellectual Property. Each of the The Company and its Subsidiaries owns own, possess, license or is duly licensed (and have other rights to use, in such event, has the unfettered right to grant sublicenses) to use all patents, patents and patent applications, copyrights, trademarks, trademark applications service marks, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering names and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary as necessary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used material for use in or necessary for the conduct of connection with its business businesses as now being conducted and as presently contemplated to be conducted described in the future SEC Filings (collectively, the “ Company Intellectual Property Property Rights”) . Section 3(k) of , and to the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule Company’s Knowledge, there are no material liens, security interests or encumbrances that have been filed against any of these Intellectual Property Rights. No actions, suits, proceedings or claims are pending, or to the Company’s Knowledge, asserted or threatened against the Company or its Subsidiaries alleging infringement of a patent or other intellectual property right of others. To the Company’s Knowledge, there is no existing infringement by another Person of any of the Intellectual Property Rights that would materially affect the use thereof by the Company. To the Company’s Knowledge, the Company is not liable for infringement with respect to any of the Company’s product candidates. To the Company’s Knowledge, the development, manufacture, sale, and any currently proposed use of any of the products, proposed products or processes of the Company referred to in the SEC Reports, in the current or proposed conduct of the business of the Company, do not currently, and will not upon commercialization, to the Company’s Knowledge, infringe any right or valid patent claim of any third party. To the Company’s Knowledge, there are no ownership rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on Rights in any field of use that is exclusively licensed to the Disclosure Schedule Company, there are no outstanding options, licenses or agreements of other than any kind relating licensor to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the such Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect Rights. To the Company’s knowledge Knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, claim or other proceeding, except for routine patent and trademark prosecution proceedings in patent offices throughout the world, is pending or threatened challenging the validity, enforceability, scope, registration, ownership or use of any of the Intellectual Property Rights. To the Company’s Knowledge, no action, suit, claim or other proceeding is pending or claim by others threatened, challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful Rights. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable Subsidiaries have security measures procedures to protect the secrecy, confidentiality and value of their Intellectual Property Rights. To the Company’s Knowledge, no employee is in or has been in violation in any material respect of any term of any employment contract, invention assignment agreement, non-competition agreement, or nondisclosure agreement with a former employer, executed prior to such employee’s employment where the basis of such violation relates to such employee’s employment and such violation occurred while employed and while the contract was valid and in effect. All material licenses or other material agreements under which the Company is granted rights to Intellectual Property are, to the Company’s Knowledge, in full force and effect and, to the Company’s Knowledge, there is no material default by any other party thereto. To the Company’s Knowledge, the licensors under material licenses and other material agreements had all requisite power and authority to grant the rights to the Intellectual Property purported to be granted thereby. To the Company’s Knowledge, the consummation of the transactions contemplated hereby and by the other Transaction Documents will not result in the alteration, loss, impairment of or restriction on the Company’s or any of its Company Subsidiaries’ ownership or right to use any Intellectual Property. The Company and its Subsidiaries have complied, in all Property that is material respects, with their respective contractual obligations relating to the protection conduct of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries Company’s business as now conducted.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Innoviva, Inc.), Securities Purchase Agreement (Entasis Therapeutics Holdings Inc.)

Intellectual Property. Each (a) Section 3.12(a) of the Company Seller Disclosure Schedules sets forth a true and its Subsidiaries owns or is duly licensed complete list of all ( and, in such event, has i) Registered Intellectual Property owned by the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how Acquired Companies as of the date of this Agreement ( including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Acquired Companies Registered Intellectual Property”) . Section 3(k , indicating for each item the registration or application number and the applicable filing jurisdiction and (ii) of all Contracts to which Seller or an Acquired Company is a party granting rights to Seller or the Disclosure Schedule sets forth a list of all material Company Acquired Companies to use third party Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Business (except “shrink wrap” or “click wrap” contracts, and other inbound licenses for generally commercially available software for which Seller or an Acquired Company has paid less than $50,000, but including nonassertion and similar agreements with respect to third party Intellectual Property) or granting rights to third parties to use Business Intellectual Property owned by the Acquired Companies (except licenses granted by the Acquired Companies in the ordinary course of business in connection with the Acquired Companies’ products or services, but including non-assertion or similar agreements with respect to Business Intellectual Property). The Acquired Companies exclusively own (beneficially, and of record where applicable) all Business Intellectual Property, free and clear of all Liens other than Permitted Liens, exclusive licenses and non-exclusive licenses granted outside of the ordinary course of business. The Acquired Companies Registered Intellectual Property is subsisting and unexpired and has not been abandoned, and is valid and enforceable, and all filing, renewal or other fees therefor due on or before the Closing Date have been or will be timely and fully paid, and is not subject to any outstanding order of any Governmental Entity adversely affecting the Acquired Companies’ use thereof or their rights thereto. The Acquired Companies have timely responded to all office actions or other person comments, actions or entity (collectively filings of any kind made by any Governmental Entities with respect to any IP Application. To Seller’s knowledge, neither the “Third Party License Agreements”) other than such licenses Acquired Companies nor any officer, employee or agreements arising from agent of the purchase Acquired Companies have, in connection with the filing or prosecution of generally available products any Patent Application owned by the Acquired Companies, as made an untrue statement of a material fact or fraudulent statement to which any Governmental Entity, failed to disclose a material fact required to be disclosed to any Governmental Entity, or committed an act, made a statement, or failed to make a statement that would provide a basis to invalidate or hold unenforceable any Patent Application, if and when granted. All files for all Acquired Companies Registered Intellectual Property or IP Applications owned by the aggregate consideration paid Acquired Companies are true, accurate and complete in all material respects. The Business Intellectual Property and the Licensed Intellectual Property include all the Intellectual Property owned by or due from licensed to the Company does not exceed $25,000 in value, or “off Acquired Companies and material to the shelf” products operation of the Business as presently conducted. All of the Third Party License Agreements are valid Business Intellectual Property shall survive materially unchanged the consummation of the transactions contemplated by this Agreement. The conduct of the Business as currently conducted does not infringe or otherwise violate in any material respect, binding and the Acquired Companies have not infringed or otherwise violated in full force and effect in all any material respects and to respect, the Company’s knowledge enforceable by Intellectual Property rights of any third party during the Company in accordance with their respective terms in all five-year period immediately preceding the date of this Agreement. There is no material respects litigation, subject to general principles of equity opposition, cancellation, proceeding, objection or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to claim pending, or affecting generally asserted or threatened in writing, against the enforcement of creditors’ rights and remedies. The Company is not in breach of Acquired Companies concerning the ownership, validity, registerability, enforceability, infringement or use of, or licensed right to use, any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect Intellectual Property. To the Company Seller’s knowledge, no person is violating any Business Intellectual Property right or other party to any of material Intellectual Property right that the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect Acquired Companies hold exclusively. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person The Acquired Companies have performed all material obligations imposed on them with respect to any third party Licensed Intellectual Property . Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or , have made all payments required to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings date, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy not, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied nor is another party thereto, in all material respects breach or default thereunder in any respect, nor is there any event which with their respective contractual obligations relating to the protection notice or lapse of the Company Intellectual Property used pursuant to licenses. No person is infringing on time or violating the Company Intellectual Property owned both would constitute a default or used by the Company or its Subsidiaries breach thereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Renegy Holdings, Inc.), Stock Purchase Agreement (Acorn Factor, Inc.)

Intellectual Property. Each The Company has provided to purchaser, prior to the date hereof, a true, correct and complete listing and description of all the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all material patents, patent applications copyrights, trademarks , trademark applications , trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering trade dress and marketing data, object logos (and source codes, know-how (including trade secrets all registrations and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures applications with respect thereto) and other similar rights and proprietary knowledge (collectively, with the goodwill of the business symbolized thereby, the “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements or any Company Subsidiary. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses The Company and each Company Subsidiary owns or agreements possesses a valid and binding license or otherwise is duly authorized to use all of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid used by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect it. Neither the Company nor any Company Subsidiary is in material default under any license, contract, agreement, arrangement or commitment related to any of the Intellectual Property. Such Intellectual Property as used by the Company infringes or is a Company Subsidiary in conflict with any right its business do not violate or infringe upon the proprietary rights of any other person with respect to any third party Intellectual Property. Neither the Company nor in any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There material respect, and there is no claim, action, proceeding or investigation pending or, to the Company’s knowledge, threatened action, suit, proceeding against the Company or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement Subsidiary with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property . The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries .

Appears in 2 contracts

Samples: Stock Purchase Agreement (Colonial Bancgroup Inc), Stock Purchase Agreement (Colonial Bancgroup Inc)

Intellectual Property. Each Except as set forth in the SEC Documents, to --------------------- the Company's knowledge each of the Company and its Subsidiaries subsidiaries, owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) possesses adequate and enforceable rights to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses , permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes , know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "Intangibles") used in or necessary for the conduct of its ----------- business as now being conducted and as presently contemplated to be conducted described in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business Company's SEC Documents. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate SEC Documents, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither neither the Company nor any Subsidiary subsidiary of the Company infringes on or is in conflict with any right of any other person with respect to any Intangibles nor is there any claim of infringement made by a third party Intellectual Property. Neither against or involving the Company nor or any of its Subsidiaries has received written notice subsidiaries, which infringement, conflict or claim, individually or in the aggregate, if the subject of any pending conflict with an unfavorable decision, ruling or infringement upon any third party Intellectual Property finding, would have a Material Adverse Effect. There is no pending or Except as set forth in the SEC Documents, to none of the Intangibles used in the Company ’s knowledge 's business is expected to expire or terminate within two years from the date of this Agreement, threatened action except where such expiration or termination would not result, suit either individually or in the aggregate, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful a Material Adverse Effect. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries Intangibles.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Voxware Inc), Securities Purchase Agreement (Voxware Inc)

Intellectual Property. Each The WE JAC Disclosure Letter sets forth a complete list of (i) all Intellectual Property owned, used or licensed by WE JAC or any of its Subsidiaries, together with the identity of the Company owner thereof, and (ii) all license agreements pursuant to which any Intellectual Property is licensed to or by WE JAC or any of its Subsidiaries. WE JAC and its Subsidiaries owns or is duly licensed (and own their respective Intellectual Property free and clear of any and all Encumbrances, or, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct case of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company licensed Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are has valid, binding and in full force and effect in all material respects and enforceable rights to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any use such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither WE JAC and each of its Subsidiaries has duly and timely filed all renewals, continuations and other filings necessary to maintain its Intellectual Property or registrations thereof. Except as disclosed in the Company WE JAC Disclosure Letter, neither WE JAC nor any of its Subsidiaries (i) has received written any notice or claim to the effect that the use of any pending conflict Intellectual Property infringes upon, conflicts with or infringement misappropriates the rights of any other party or that any of the Intellectual Property is not valid or enforceable, or (ii) has made any claim that any party has violated or infringed upon its rights with respect to any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries. A-29

Appears in 2 contracts

Samples: Precision Auto Care Inc, Precision Auto Care Inc

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know- know- how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k 3(m) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business . Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect . Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Wave Wireless Corp), Securities Purchase Agreement (Wave Wireless Corp)

Intellectual Property. Each To the knowledge of the Company Sellers, Schedule 3.10 includes a true and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a complete list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity the Company. Except as disclosed on Schedule 3.10 and except for consumer off-the-shelf software, to the knowledge of Sellers, all of the Intellectual Property is owned by Company, free and clear of all Liens ( collectively, the “Third Party License Agreements”) other than Permitted Exceptions), is valid and enforceable, and is not subject to any license, royalty or other agreement, and Company has not granted any license or agreed to pay or receive any royalty in respect of any of such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products Intellectual Property. All of the Third Party License Agreements are valid, binding registration and in full force maintenance fees that have become due and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party payable to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person Governmental Authority with respect to any third party Intellectual Property have been paid, and no act or omission has occurred to cancel, impair, dedicate to the public or entitle any Governmental Authority to cancel, modify, forfeit or hold abandoned any such Intellectual Property. Neither To the knowledge of Sellers, Company nor any of its Subsidiaries has received written notice of any pending conflict with owns or infringement upon any third party Intellectual Property. There is no pending or, possesses adequate rights to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company all Intellectual Property and there is no reasonable basis for any such claim necessary to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is conduct the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries Business as presently conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Genesis Group Holdings Inc), Stock Purchase Agreement (Genesis Group Holdings Inc)

Intellectual Property. Each of the The Company and its Subsidiaries owns have good title to or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) other sufficient rights to use pursuant to license, sublicense or other agreement all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “ Intellectual Property”) Property used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in conducted, all of which rights shall survive unchanged the future (collectively, the “Company Intellectual Property”). Section 3(k) consummation of the Disclosure Schedule sets forth a list of all material Company Merger. The Intellectual Property owned and/or used by the Company in or its business. Except as set forth on the Disclosure Schedule Subsidiaries is valid, there are no rights of third parties subsisting and enforceable, and is not subject to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule outstanding order, there are no outstanding options judgment, licenses decree or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or agreement adversely affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership use thereof or its/their rights thereto. Section 5.1(p) of or right to use its the Company Disclosure Letter contains a list of all registered Intellectual Property owned by the Company or its Subsidiaries. To the knowledge of the officers of the Company, the Company and there is no reasonable basis for any such claim to be successful. The Company its Subsidiaries have not infringed or otherwise violated the Intellectual Property are valid and enforceable rights of any third party during the five (5) year period immediately preceding the date of this Agreement and no registration relating thereto has lapsed assertions of infringement or, expired or been abandoned or canceled or is to the subject knowledge of cancellation or other adversarial proceedings the officers of the Company, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership violations of and interest in its Company third party Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property rights occurred during this period or are threatened. The Company and its Subsidiaries have complied not granted any licenses or other rights to third parties to use their Intellectual Property other than non-exclusive licenses granted in the ordinary course of business pursuant to standard terms. The Company and its Subsidiaries have not obtained any material rights to use third party Intellectual Property pursuant to sublicenses or pursuant to cross-licenses, settlement agreements or other royalty free agreements. The Company and its Subsidiaries have not used any Open Source Software and have not made available any software to their customers under Open License Terms. “Open Source Software” means any software that is licensed under Open License Terms. “Open License Terms” means terms in any license that require as a condition of use, modification and/or distribution of a work (1) the making available of source code or other materials preferred for modification, or (2) the granting of permission for creating derivative works, or (3) the reproduction of certain notices or license terms in derivative works or accompanying documentation or (4) the granting of a royalty-free license to any party under Intellectual Property rights regarding the work and/or any work that contains, is combined with, requires or otherwise is based on the work. Except as would not have a Material Adverse Effect, the IT Assets operate and perform in all material respects, respects in accordance with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used documentation and functional specifications and otherwise as required by the Company or and its Subsidiaries. Subsidiaries in connection with their business, and the Company has implemented reasonable backup and disaster recover technology consistent with industry practices. For purposes of this Agreement, the following terms have the following meanings:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Encore Medical Corp), Agreement and Plan of Merger (Compex Technologies Inc)

Intellectual Property. Each The Company and its Subsidiaries are the sole and exclusive (as to any third party) owners or assignees of the entire right, title and interest (including the right to sue for and damages resulting from past infringement) in and to the Intellectual Property set forth on Schedule 3.19(a), and are licensed perpetually and without royalty or other payment obligations to third parties to the Intellectual Property set forth on Schedule 3.19(b). The Company and its Subsidiaries own or have the rights to use, free and clear of any Liens, but subject to any existing licenses or other grants of rights to third parties (to the extent set forth in Section 3.19(a) or 3.19(b) of the Company Disclosure Schedule), all Intellectual Property as is necessary and sufficient (i) for their businesses as currently conducted and (ii) for the manufacture, use and sale of the products currently marketed and the products currently in development, by the Company and its Subsidiaries owns (collectively, the “Company Intellectual Property Rights ”). Except as would not individually or in the aggregate, have a Material Adverse Effect, (a) there is duly licensed no Proceeding pending, or to the Company’s Knowledge threatened, ( i) alleging infringement, misappropriation, violation or dilution by the Company or its Subsidiaries of any Intellectual Property of a third party or challenging the validity, enforceability, ownership or use of any of the Intellectual Property set forth in Section 3.19(a) or 3.19(b) of the Company Disclosure Schedule or the Company Intellectual Property Rights therein and (ii) by the Company or its Subsidiaries alleging infringement or misappropriation of any Intellectual Property against a third party; (b) the manufacture, use and sale of its products does not infringe the Intellectual Property rights of any third party, and, in such event to the Company’s Knowledge, the Company Intellectual Property Rights are not being infringed by any third party; (c) no Company Intellectual Property Right will terminate or cease to be a valid right of the Company or its Subsidiaries by reason of the execution and delivery of this Agreement by the Company, the performance of the Company of its obligations hereunder, or the consummation by the Company of the Merger; (d) the Company has not granted any license, sublicenses or any other rights in, to or under the unfettered right to grant sublicenses Intellectual Property and (e) to use the Company’s Knowledge, all necessary registration, maintenance, and renewal fees in connection with Company Intellectual Property (including any maintenance fees that are subject to a surcharge if paid during a grace period) have been paid and all necessary documents and certificates in connection therewith have been filed with the relevant patent, copyright, trademark, or other authority in the United States or in non-U.S. jurisdictions, as the case may be, for the purpose of maintaining the registrations or applications for registration. The Company has required all current and former employees of the Company, and consultants to the Company, in each case, (i) who were involved in the development of any Intellectual Property by, or on behalf of, the Company, to execute agreements that provide for the assignment to the Company of all inventions and developments relating to such Intellectual Property of the Company created by them in the course of their employment or consulting engagement with the Company to the Company, and (ii) who were in possession of any confidential information to execute written agreements prohibiting the disclosure of such confidential information of the Company. As used in this Agreement, “Intellectual Property ” means all patents, patent applications inventions, copyrights, software, trademarks , trademark applications , trade names, service marks, copyrights logos, copyright applications designs, licenses and other source identifiers, permits domain names, inventions trade dress, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and all other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) intellectual property and other similar intellectual property rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or , to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jaharis Mary), Agreement and Plan of Merger (Kos Pharmaceuticals Inc)

Intellectual Property. Each Company Intellectual Property" means all trademarks, trademark rights, trade names, trade name rights, patents, patent rights, industrial models, inventions, copyrights, servicemarks, trade secrets, know-how, computer software programs and other proprietary rights and information used or held for use in connection with the business of the Company and its the Subsidiaries owns or is duly licensed (and as currently conducted, in such event, has the unfettered right to grant sublicenses) to use together with all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary applications currently pending for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) any of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business foregoing. Except as (i) set forth on the Disclosure Schedule, there are no rights of third parties to any in Schedule 3.14-1 of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule , there are no outstanding options, licenses ; or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity ( collectively, the “Third Party License Agreements” ii) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result have, individually or in the aggregate, in a Company Material Adverse Effect . To , the Company and the Subsidiaries own or have legally enforceable rights to use all of the Company Intellectual Property, and no assertion or claim in writing has been received by the Company or any Subsidiary (or, to the knowledge of the Company ’s knowledge , no other is there any basis therefor) challenging the validity of the Company's or any Subsidiary's ownership of, or right to use, any Company Intellectual Property. Except as set forth on Schedule 3.14-2 of the Company Disclosure Schedule, neither the Company nor any Subsidiary is party to any material license or other agreement pursuant to which it has the right to use any Company Intellectual Property utilized in connection with any product or process of the Third Party License Agreements is in default thereunder Company or any of its Subsidiaries. Except as set forth on Schedule 3.14-3 of the Company Disclosure Schedule, other than such defaults as would not result there are no pending, or to the knowledge of the Company, threatened, interferences, re-examinations, oppositions or nullities involving any patents, patent rights or applications therefor of the Company or any Subsidiary that, individually or in the aggregate, in would have a Company Material Adverse Effect. Neither Except as set forth on Schedule 3.14-4, all employees of the Company and the Subsidiaries since January 1, 2000 have executed confidentiality and invention assignment agreements in the forms previously delivered to the Parent. Except as set forth in Schedule 3.14-5 of the Company Disclosure Schedule, there have been no notices received by the Company from, or claims made against the Company or any Subsidiary by, or to the knowledge of the Company, claims against the Company or any Subsidiary threatened by, third parties regarding actual or potential infringements of any Company Intellectual Property. Except as disclosed in Schedule 3.14-6 of the Company Disclosure Schedule, there are no infringements by third parties of any Company Intellectual Property which, individually or in the aggregate, would have a Company Material Adverse Effect. Except as set forth on Schedule 3.14-7 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of has licensed or otherwise permitted the Company infringes or is in conflict with any right of any other person with respect to use by any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither Property (other than end-user licenses to customers in the Company nor any ordinary course of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement business consistent with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries past practice).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Computer Access Technology Corp), Agreement and Plan of Merger (Lecroy Corp)

Intellectual Property. Each Schedule 3.14 sets forth a summary listing of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, trademarks , trademark applications, trade names , service marks, copyrights trade dress, copyright logos, trade names and corporate names, together with all translations, adaptations, derivations and combinations thereof and all applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering registrations and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used renewals in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) connection therewith of the Disclosure Schedule sets forth a list of all Company which is material Company Intellectual Property owned and/or used by the Company in to its business , other than the Company's proprietary software, which is set forth on Schedule 3.16. Except as set forth on Schedule 3.14, the Disclosure Schedule Company is not in violation of, or infringing upon, any patent, trademark, service mark, trade name, copyright or franchise of any third-party, and no claims have been asserted, nor is there are no rights of third parties any litigation pending or, to any the Knowledge of the Company Intellectual Property except through licensing agreements Company, threatened claiming such infringement. Except as set forth on the Disclosure Schedule Schedule 3.14 or Schedule 3.16, there are no outstanding options, licenses or agreements of any kind relating to the Company has not licensed or encumbered any of its Intellectual Property Property to any third-party, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of have any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable distribution rights been granted by the Company to a third-party. Except as set forth on Schedule 3.14 or as otherwise provided in accordance with their respective terms in all material respects Section 3.16 hereof, subject to general principles (i) the Company has not entered into any other agreements whereby the Company has been appointed as a distributor or licensee of equity any products, patents or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation trademarks owned by a third-party; (ii) the Company has not entered into any agreement which restricts or similar laws relating to, or affecting generally, affects the enforcement use of creditors’ rights any of the Intellectual Property; and remedies. The (iii) the Company is not in breach of any such Third Party License Agreements material agreement set forth in Schedule 3.14, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to nor have any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person claims with respect to any third party Intellectual Property. Neither agreement been asserted in writing against the Company nor is there any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no litigation pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership Knowledge of or licensing rights in or to any Company Intellectual Property. Neither the Company threatened claiming any such breach, nor have any claims been asserted in writing against the Company that any of its Subsidiaries the terms and conditions of such agreements violate the laws of any jurisdiction or treaty. Except as provided in Schedule 3.14, the Company owns or has entered into any consent agreement licensed from third-parties, indemnification agreement, forbearance to sue or settlement agreement with respect to and has the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company use, all necessary Intellectual Property and there is no reasonable basis for any such claim in order to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect conduct its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, business in all material respects, with their respective contractual obligations relating respects as currently conducted and has used reasonable efforts to protect its rights in and to maintain the protection secrecy of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries trade secrets and other proprietary rights and information.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quadramed Corp), Agreement and Plan of Merger (Whisenhunt Investments Inc)

Intellectual Property. Each of the (i) The Company and its Subsidiaries owns owns, is licensed or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) otherwise possesses legally enforceable rights to use all (in each case, free and clear of any liens or encumbrances of any kind), the patents, patent applications know-how, trademarks , trademark applications, trade names , service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering brand names and marketing data, object computer software and source codes any applications for such patents, know- how (including trade secrets how, trademarks, tradenames, service marks and brand names, computer software or other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights intellectual property and proprietary knowledge (collectively, “Intellectual Property”) rights used in or necessary for the conduct of its business as now being currently conducted and as presently contemplated to be conducted in the future (collectively, the “Company "Intellectual Property "). The Intellectual Property filed by or on behalf of the Company with the United States Patent and Trademark Office is listed in Section 3(k 3.1(n) of the Disclosure Schedule sets forth a list of all material Company Schedule. Each license or other agreement relating to Intellectual Property owned and/or used to which the Company is a party has been complied with by the Company in its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and is in full force and effect; (ii) the Company has not licensed or otherwise granted to others any rights to use any such Intellectual Property except as contemplated by this Agreement, or as set forth in Section 3.1(n) of the Disclosure Schedule; (iii) to the Company ’s 's knowledge enforceable and except as set forth in Section 3.1(n) of the Disclosure Schedule, the use of such Intellectual Property by the Company does not infringe on or otherwise violate the rights of any person and is in accordance with their respective terms any applicable license pursuant to which the Company acquired the right to use such Intellectual Property; and (iv) to the knowledge of the Company and except as set forth in Section 3.1(n) of the Disclosure Schedule, no person is challenging, infringing on or otherwise violating any right of the Company with respect to such Intellectual Property. To the Company's knowledge, all material respects such patents, subject to general principles of equity trademarks, service marks, and copyrights held by the Company or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, licensed by the enforcement of creditors’ rights Company are valid and remedies subsisting. The Company is not not, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, be in breach of any license, sublicense or other agreement, relating to the Intellectual Property or any third party right to such Third Party License Agreements, other than Intellectual Property except for such breaches as would not result, that individually or in the aggregate, in aggregate would not reasonably be expected to have a Material Adverse Effect . To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection of the Company Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries .

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Medarex Inc), Agreement and Plan of Reorganization (Medarex Inc)

Intellectual Property. Each (a) The Company and its Subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights which are material to the conduct of the business of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”) Subsidiaries. Section 3(k) 4.24 of the Company Disclosure Schedule sets forth a list of Schedules lists all material Company registered Intellectual Property Rights owned and/or used by the Company in or any of its business. Except as set forth on the Disclosure Schedule, there are no rights of third parties Subsidiaries; material Intellectual Property Rights licensed to any of the Company or any of its Subsidiaries by any Person (excluding any license implied by the sale of a product and any non-customized generally commercially available, off-the-shelf software programs); and material Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses or agreements Rights licensed by any of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party any of its Subsidiaries to any options, licenses or agreements Person. Each item of any kind with respect to the material owned Intellectual Property of any Rights is and at all times has been in compliance with all applicable Laws, and all filings, payments, and other person or entity (collectively, the “Third Party License Agreements”) other than actions required to be taken to maintain such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and Intellectual Property Rights in full force and effect in all material respects and to the Company’s knowledge enforceable have been taken by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result, individually or in the aggregate, in a Material Adverse Effect. To the Company’s knowledge, no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon any third party Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity of the Company’s or its Subsidiaries’ ownership of or right to use its Company Intellectual Property and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property deadline. The Company and its Subsidiaries have complied are not, nor will they be as a result of the Company’s execution and delivery of this Agreement or the performance of its obligations hereunder, in all violation in any material respects respect of any licenses, with their respective contractual obligations relating sublicenses or other agreements as to the protection which any of the Company them is a party and pursuant to which any of them is authorized to use any third-party Intellectual Property used pursuant to licenses. No person is infringing on or violating the Company Intellectual Property owned or used by the Company or its Subsidiaries Rights.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gener8 Maritime, Inc.)

Intellectual Property. Each of the The Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits , inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes , know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property” "Intangibles") used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material Company Intellectual Property owned and/or used by the Company in its business conducted. Except as set forth on the Disclosure Schedule in Schedule 4(i), there are no rights of third parties to any of the Company Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there are no outstanding options, licenses is not infringing or agreements of in conflict with any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind other person with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable by the Company in accordance with their respective terms in all material respects, subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company is not in breach of any such Third Party License Agreements, other than such breaches as would not result Intangibles which, individually or in the aggregate, in if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. To the Company’s knowledge Except as set forth in Schedule 4(i), no other party to any of the Third Party License Agreements is in default thereunder, other than such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has not received written notice of any pending conflict with or infringement that it is infringing upon any third party Intellectual Property Intangibles. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s ownership of or licensing rights in or to any The Company Intellectual Property. Neither the Company nor any of its Subsidiaries has not entered into any consent agreement consent, indemnification agreement indemnification, forbearance to sue or settlement agreement agreements with respect to the validity of the Company ’s or its Subsidiaries’ 's ownership of or right to use its Company Intellectual Property Intangibles and there is no reasonable basis for any such claim to be successful. The Company Intellectual Property Intangibles are valid and enforceable enforceable, and no registration relating thereto has lapsed, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective its contractual obligations relating to the protection of the Company Intellectual Property Intangibles used pursuant to licenses. No Except as set forth in Schedule 4(i), to the Company's knowledge, no person is infringing on or violating the Company Intellectual Property Intangibles owned or used by the Company or its Subsidiaries Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Microvision Inc)

Intellectual Property. Each of the Company and its Subsidiaries owns or is duly licensed (and, in such event, has the unfettered right to grant sublicenses) to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, “Intellectual Property”) used in or necessary for the conduct of its business as now being conducted and as presently contemplated to be conducted in the future (collectively, the “Company Intellectual Property”). Section 3(k) of the Disclosure Schedule sets forth a list of all material The Company Intellectual Property is owned and/or used by the Company in its business free from any Liens (other than Permitted Liens). Except as set forth on the Disclosure Schedule, there are no rights of third parties to any of the Company All material Intellectual Property except through licensing agreements. Except as set forth on the Disclosure Schedule, there Licenses are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity (collectively, the “Third Party License Agreements”) other than such licenses or agreements arising from the purchase of generally available products, as to which the aggregate consideration paid by or due from the Company does not exceed $25,000 in value, or “off the shelf” products. All of the Third Party License Agreements are valid, binding and in full force and effect in all material respects and to the Company’s knowledge enforceable effect, except as enforceability may be limited by the Company in accordance with their respective terms in all material respects bankruptcy, subject to general principles of equity or applicable bankruptcy fraudulent conveyance, insolvency, reorganization, moratorium, liquidation or similar moratorium and other laws relating to, to or affecting generally, the enforcement of creditors’ rights generally and remedies. The Company is not in breach by general equitable principles and public policy constraints (including those pertaining to limitations and/or exclusions of any such Third Party License Agreements liability, other than such breaches as would not result competition laws, individually or in the aggregate, in a Material Adverse Effect penalties and jurisdictional issues including conflicts of laws). To the Company’s knowledge, no other party to any Knowledge of the Third Party License Agreements Company, all Company Intellectual Property is in default thereunder, other than valid and enforceable and all intellectual property that is the subject of such defaults as would not result, individually or in the aggregate, in a Material Adverse Effect Intellectual Property is valid and enforceable. Neither the Company nor any its Subsidiary of the Company infringes or is in conflict with any right of any other person with respect to any third party Intellectual Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending conflict with or infringement upon from any third party Intellectual Property. There is no pending or, to that the Company’s knowledge, threatened action, suit, proceeding development or claim by others challenging the Company’s ownership of or licensing rights in or to any Company Intellectual Property. Neither the Company nor any of its Subsidiaries has entered into any consent agreement, indemnification agreement, forbearance to sue or settlement agreement with respect to the validity commercialization of the Company’s or its Subsidiaries’ ownership Subsidiary’s products or product candidates infringes or misappropriates the rights of or right to use its Company any third party in respect of any Intellectual Property and there is no reasonable basis for any owned by such claim to be successful third party. The Company Intellectual Property are valid and enforceable and no registration relating thereto has lapsed To the Knowledge of the Company, expired or been abandoned or canceled or is the subject of cancellation or other adversarial proceedings, and all applications therefor are pending and in good standing. The Company has taken all reasonable steps required to perfect its ownership of and interest in its Company Intellectual Property and has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Company Intellectual Property. The Company and its Subsidiaries have complied, in all material respects, with their respective contractual obligations relating to the protection none of the Company Intellectual Property used pursuant is being infringed or misappropriated by any third party. There is no written claim or demand of any Person pertaining to, or any proceeding which is pending or, to licenses. No person is infringing on or violating the Knowledge of the Company, threatened, that challenges the rights of the Company or its Subsidiary in respect of any Company Intellectual Property, or that claims that any default exists under any Intellectual Property License. “Company Intellectual Property” means the Intellectual Property and Intellectual Property Licenses that are owned or used by the Company or its Subsidiaries Subsidiary.

Appears in 1 contract

Samples: Securities Purchase Agreement (Infinity Pharmaceuticals, Inc.)