Business Intellectual Property Clause Samples

Business Intellectual Property. All Intellectual Property owned or held for use by Seller in its operation of the Business, including, without limitation, the name “Data Genomix,” “DG,” and each of anglrjobs, topplr, anglrlegal and anglrads, and any variations or derivations thereof (collectively, the “Business Intellectual Property”), together with the goodwill and right to ▇▇▇ third-parties for past infringement or improper, unlawful or unfair use or disclosure of the Business Intellectual Property;

Business Intellectual Property. (a) Subject to Sections 4.20(d)(iv) through 4.20(d)(viii), each of the Company and its Subsidiaries owns or has a valid license or right to use all Business Intellectual Property, free and clear of any liens and security interests (except Permitted Liens). (b) Section 4.20(b) of the Company Disclosure Statement sets forth as of the date of the Original Agreement all applications, patents, registrations and issuances for all Business Intellectual Property, owned by the Company and its Subsidiaries, and all material license agreements relating to any Business Intellectual Property (other than license agreements (i) in which grants of Business Intellectual Property are incidental or (ii) granting rights to use readily available commercial software) to which the Company or any of its Subsidiaries is a party. (c) The consummation of the transactions contemplated by this Agreement will not materially impair or materially alter the right of the Company and its Subsidiaries to use the Business Intellectual Property or Developed Software, any computer software used by the Company and its Subsidiaries in the ordinary course of business, or any information technology, telecommunications, network and peripheral equipment used by the Company and its Subsidiaries. (d) Except as would not have a Company Material Adverse Effect: (i) there are no infringement, opposition, interference or cancellation suits, Actions or proceedings pending or, to the knowledge of the Company, threatened, before any court, patent office or registration authority in any jurisdiction against the Company or its Subsidiaries with respect to any Business Intellectual Property; (ii) no person is infringing or misappropriating, or has infringed or misappropriated any of the Business Intellectual Property; provided that, with respect to the intellectual property acquired by the Company in the acquisition of Networkcar, this representation in this clause (ii) shall only apply to infringements or misappropriations since the Networkcar Acquisition Date; (iii) the material Business Intellectual Property that is registered and owned by the Company or its Subsidiaries is valid, enforceable and subsisting and nothing has been done or omitted to be done which may cause any of it to cease to be so; (iv) the manufacturing, importation, use, practice, sale and offer for sale of the products and services of any of the Company and its Subsidiaries, and any and all activities of any of the Company and its Subsidia...

Business Intellectual Property. (a) Disclosure Schedule 3.7(a)(i) contains a complete list of the following Business Intellectual Property owned by Seller and necessary for the operation of the Business as it is presently conducted: (1) registered and common law trademarks; (2) domain names; (3) issued patents and patent applications; (4) copyright registrations and applications and all material unregistered copyrights and (5) other material intellectual property owned by Seller that is reasonably capable of being described in writing. Disclosure Schedule 3.7(a)(ii) lists the Business Intellectual Property licensed-in by Seller that is used in or necessary for the Business as presently conducted (the “Licensed Business Intellectual Property”). (b) Except as set forth in Disclosure Schedule 3.7(b), (i) to Seller’s knowledge, there is no information, material, fact, or circumstance, that would render any of the Business Intellectual Property owned by Seller invalid or unenforceable; (ii) each item of Business Intellectual Property owned by Seller is free and clear of any Encumbrances (except Permitted Encumbrances); (iii) Seller is the exclusive owner or licensee of all Licensed Business Intellectual Property and has the right to use same in connection with the Business; (iv) Seller is not contractually obligated to pay any compensation to any third party in respect of the use of the Business Intellectual Property in connection with the Business, other than licensing fees and royalties set forth in the applicable license agreements listed in Disclosure Schedule 3.7(a)(ii); and (v) Seller has not received any communications alleging that Seller has violated any copyrights of any person or entity that has provided service to Seller and Seller has no specific reason to believe that such a communication or allegation may be forthcoming. (c) Immediately after the Closing Date, Purchaser will be permitted to exercise all of Seller’s rights under any licenses, sublicenses, and contracts relating to the Business Intellectual Property, including, without limitation, the Licensed Business Intellectual Property which are part of the Acquired Assets to the same extent Seller would have been able to had the transactions contemplated hereunder not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties, or payments which Seller would otherwise be required to pay and without obtaining the consent or permission of any party to such licenses, sublicens...

Business Intellectual Property. To the Knowledge of Seller: (i) Seller has the right to grant the IP License to Buyer with respect to Business Intellectual Property free and clear of any encumbrances or other restrictions; (ii) none of the Business Intellectual Property is the subject of (A) any pending adverse judgment, injunction, order, decree or agreement restricting Seller’s current use of such Business Intellectual Property in connection with the Acquired Centers or (B) any threatened litigation or claim of infringement made in writing or any pending litigation to which Seller is a party and (iii) Seller has not sent any Person any claim, demand or notice asserting infringement of any Business Intellectual Property.

Business Intellectual Property. If Seller owns or shall at any time hereafter acquire any rights in any Business Intellectual Property, Seller shall, and hereby does, transfer all of its rights, title and interest in such Business Intellectual Property to the Purchaser for no additional consideration. Seller shall execute and deliver such additional documents and instruments and take such other actions as the Purchaser shall reasonably request to give effect to the provisions of this Section.

Business Intellectual Property. The Intellectual Property owned or held for use by Seller Parties in its operation of the Business as specifically set forth on Schedule 2.1.1(c) (collectively, the “Business Intellectual Property”), together with the goodwill and right to ▇▇▇ third-parties for past infringement or improper, unlawful or unfair use or disclosure of the Business Intellectual Property;

Business Intellectual Property. (a) All registered Intellectual Property owned or used by the Company and is complete and accurate ("Owned IP"). The Owned IP is valid and subsisting and is not subject, or likely to be subject to, amendment, challenge, removal or surrender. (b) The Company owns all of the rights and interests in and has title to, or has validly licensed to it, all of the Intellectual Property used for the Business ("Business IP"). The Business IP comprises all the Intellectual Property Rights required to carry on the Company’s business as it is currently carried on or currently planned to be carried on. (c) The Owned IP is not subject, or likely to be subject, to amendment, challenge, removal or surrender. There is nothing that might prevent applications from being granted. (d) No compulsory licences or anything similar have been, or are likely to be, granted for the Owned IP. (e) The licences of Intellectual Property granted to, and by, the Company are binding and in force. None of the parties to them is in default, there are no grounds on which they might be terminated and no disputes have arisen or are foreseeable in connection with them. (f) The Business IP is not subject to any security interest, option, mortgage, charge or lien. The Business IP will not be lost, or rendered liable to termination, by virtue of the acquisition of the Shares or the performance of this Agreement. (g) The Seller has transferred all IP to the Company and does not possess any IP which is being used by the Company.

Business Intellectual Property. At Completion, the entire beneficial ownership of the Seller and its Affiliates in the Business Intellectual Property shall transfer from the Seller to the Purchaser (or such of the Purchaser’s Affiliates as it shall designate), subject only to such filings and recordings as shall be necessary for the Purchaser (or such of the Purchaser’s Affiliates as it shall designate) to become the legal, recorded or registered holder of such Business Intellectual Property. The Seller and the Purchaser have executed and delivered the Trade ▇▇▇▇ and Domain Name Assignment to effect such

Business Intellectual Property. The Company Intellectual Property and Licensed Intellectual Property, together, comprise all Intellectual Property necessary to operate the Business.