Adequacy of Intellectual Property Clause Samples

Adequacy of Intellectual Property. The Company IP and the Intellectual Property licensed to the Company, collectively, constitutes all Intellectual Property used by Seller Parties or the Company in the current conduct of the Business.
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Adequacy of Intellectual Property. The Proprietary Rights, the Trade Secrets and the generally available off-the-shelf programs used in the DentalMate Business constitute all of the intellectual property used by Seller in, and constitute all of the intellectual property necessary for, the conduct of the DentalMate Business as presently conducted.
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Adequacy of Intellectual Property. (i) Except for off the shelf retail software and as set forth in Part 2.13(c)(i) of the Company Disclosure Letter, the Intellectual Property listed in Part 2.13 of the Company Disclosure Letter (the “Listed Intellectual Property”) includes all intellectual property necessary for the operation of Company’s business as it is currently conducted. Company is the owner or licensee of all right, title and interest in and to the Listed Intellectual Property, free and clear of all encumbrances (subject to the rights of licensors), and has the right to use without payment to a third party all of the Listed Intellectual Property, other than as disclosed in Part 2.13(c) of the Company Disclosure Letter. (ii) All former and current employees or contractors of Company have executed written contracts with Company that assign to Company all rights to any inventions, improvements, discoveries or information relating to the business of the Company.
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Adequacy of Intellectual Property. There is no Intellectual Property owned by any third party that (i) is required by the Company to conduct its business as currently conducted and (ii) the Company is not currently authorized to use.
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Adequacy of Intellectual Property. (i) The Intellectual Property listed in Part 2.13 of the Company Disclosure Letter (the “Listed Intellectual Property”) includes all intellectual property necessary for the operation of Company’s business as it is currently conducted. Company is the owner or licensee of all right, title and interest in and to the Listed Intellectual Property, free and clear of all encumbrances, and has the right to use without payment to a third party all of the Listed Intellectual Property, other than as disclosed in Part 2.13(c) of the Company Disclosure Letter. (ii) All former and current employees or contractors of Company have executed written contracts with Company that assign to Company all rights to any inventions, improvements, discoveries or information relating to the Business.
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Adequacy of Intellectual Property. (i) The Company Intellectual Property listed on Schedule 3.13(a)(ii) and the Licensed Intellectual Property subject to Contracts listed on Schedule 3.13(b) together includes all Intellectual Property necessary for the operation of the Company’s business as it is currently conducted, including the design, development, delivery, use, marketing, distribution, licensing out, and sale of any Company Products, other than Intellectual Property subject to Standard NDAs, licenses to Off The Shelf Software and Open Source Licenses to which the Company is a party, and Company Intellectual Property not subject to a registration, filing, or application with, or under the authority of any Governmental Authority. (ii) The Company has not been granted an exclusive license or other exclusive rights by any Person with respect to any Intellectual Property. The Company is the exclusive owner of all right, title and interest in and to all Company Intellectual Property, free and clear of all Liens (other than Permitted Liens) and subject only to the rights of licensors under Contracts disclosed on Schedule 3.13(c)(ii) of the Disclosure Schedule, and otherwise has the right to use without payment to any Person all Company Intellectual Property. (iii) No former or current employee or contractor (or employer of any such employee or contractor) has any claim, right or interest to or in any Company Intellectual Property. All former and current employees or contractors of the Company have executed a written and enforceable Contract with the Company that irrevocably assign to the Company all rights in and to all Intellectual Property relating to the business of the Company and contain confidentiality provisions protecting the Company Intellectual Property. Such Contracts provide for the Company to have complete and exclusive ownership of such Company Intellectual Property without the exclusion or reservation of any Intellectual Property that is related to or necessary for the business of the Company as currently conducted, including the design, development, delivery, use, marketing, distribution, licensing out, and sale of any Company Products. No former or current employee or contractor of the Company is materially in breach of any such Contract.
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Adequacy of Intellectual Property. (i) The Intellectual Property listed on Sections 3.14(a)(ii) and 3.14(a)(iii) of the Disclosure Schedule together includes all Intellectual Property and rights in Intellectual Property necessary for the operation of the Company’s business as it is currently conducted, including the design, development, delivery, use, marketing, distribution, hosting, licensing out, and sale of any Company Products, other than Off The Shelf Code, Open Source Software, and Company Intellectual Property not subject to a registration, filing, or application with, or under the authority of any Governmental Authority. (ii) The Company is the exclusive owner or licensee, as applicable, of all right, title and interest in and to all Intellectual Property listed on Sections 3.14(a)(ii), 3.14(a)(iii), and 3.14(a)(iv) of the Disclosure Schedule, free and clear of all Liens (other than Permitted Liens), subject only to the rights of licensors under Contracts disclosed on Section 3.14(a)(iii) of the Disclosure Schedule. The Company has the right to use without payment of any royalties or other fees or amounts to any Person all Company Intellectual Property and Licensed Intellectual Property. (iii) No former or current employee or contractor (or current or former employer of any such employee or contractor) has any claim, right or interest to or in any Company Intellectual Property. All current employees or contractors of the Company have executed a written and enforceable Contract with the Company that irrevocably assign to the Company all rights in and to all Intellectual Property relating to the business of the Company and contain confidentiality provisions protecting the Company Intellectual Property, substantially in the form of the Contracts listed on Section 3.14(c)(iii) of the Disclosure Schedule. No current employee or contractor of the Company is materially in breach of any such Contract.
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Related to Adequacy of Intellectual Property

  • Maintenance of Intellectual Property The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable to maintain all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.

  • License of Intellectual Property Each Party (a “Licensor”) grants the other Party (a “Licensee”) the non-exclusive, royalty-free, paid-up, worldwide, irrevocable, right, during the term of this Agreement, to use the Licensor’s Intellectual Property solely for the purposes of this Agreement and to carry out the Party’s functions consistent with its responsibilities and authority as set forth in the enable legislation and regulations. Such licenses shall not give the Licensee any ownership interest in or rights to the Intellectual Property of the Licensor. Each Licensee agrees to abide by all third-party license and confidentiality restrictions or obligations applicable to the Licensor’s Intellectual Property of which the Licensor has notified the Licensee in writing.

  • Possession of Intellectual Property The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to carry on the business now operated or proposed to be operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

  • Protection of Intellectual Property Subject to and except as permitted by the Credit Agreement, such Grantor shall use commercially reasonable efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of Grantor may lapse, expire, or become abandoned, or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect.

  • Enforcement of Intellectual Property Rights I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.