Intangible Properties Clause Samples
The Intangible Properties clause defines the rights and responsibilities of the parties regarding non-physical assets such as intellectual property, trademarks, copyrights, patents, or proprietary information. It typically clarifies ownership, permitted uses, and restrictions on sharing or exploiting these intangible assets during and after the contractual relationship. This clause ensures that both parties understand how intangible assets are handled, protecting the creator's rights and preventing unauthorized use or disclosure.
Intangible Properties. Schedule 5.11 contains a list of all patents and applications therefor, trademarks, trademark registrations and applications therefor, trade names, service marks, copyrights, copyright registrations and applications therefor, both foreign and domestic, owned, possessed, used or held by or licensed to the Operating Company or Stellar Propane and related to the operation of the Business, and the Operating Company or Stellar Propane, as the case may be, own the entire right, title and interest in and to the same, together with the goodwill associated therewith. The Operating Company and Stellar Propane have the right to use their respective trade secrets, know-how, formulae, technical processes and information, manufacturing, testing and operating techniques and procedures, all engineering data and plans and all other data and information used in the Business or that is necessary for the Business as now conducted, without payment of any claim, charge or royalty. To the Knowledge of the Sellers, none of the items in the categories listed in the preceding sentence of this Section 5.11 is subject to any pending or threatened challenge or claim of infringement, and no impediment exists as to the Operating Company’s or Stellar Propane’s ownership or use or validity of any such item. After giving effect to the license granted pursuant to Section 8.7, all licenses granted to the Operating Company or Stellar Propane by others that are essential or useful to any part of the Business will remain unaffected as a result of the transactions contemplated by this Agreement without consent of or notice to any Person, without change in the terms or provisions thereof and without premium. Neither the Operating Company nor Stellar Propane has infringed any unexpired patent, trademark, trademark registration, trade name, copyright, copyright registration, trade secret or any other proprietary or intellectual property right of any Person in connection with the operation of the Business. Except as described in Schedule 5.11, neither the Operating Company nor Stellar Propane has given any indemnification for patent, trademark, service m▇▇▇ or copyright infringements.
Intangible Properties. (a) None of the assets of the Company or any of the Subsidiaries is subject to any patent or patent application, copyright or copyright application, trademark or trademark application, or similar evidence of ownership or the right to the use thereof by any third party, except for software duly licensed to the Company or its Subsidiaries in the ordinary course of business.
(b) To their knowledge, neither the Company nor any of the Subsidiaries has infringed upon any patent or patent application, copyright or copyright application, trademark or trademark application or trade name or other proprietary or intellectual property right of any other person. Neither the Company nor any Subsidiary has received any notice of a claim of such infringement.
(c) Attached hereto as Schedule 3.12
Intangible Properties. 20 Section 3.13 Regulatory Filings. . . . . . . . . . . . . .21 Section 3.14 Insurance . . . . . . . . . . . . . . . . . .21
Intangible Properties. (a) None of the assets of the Company or any of the Subsidiaries is subject to any patent or patent application, copyright or copyright application, trademark or trademark application, or similar evidence of ownership or the right to the use thereof by any third party, except for assets licensed by the Company or its Subsidiaries in the ordinary course of business.
(b) Neither the Company nor any of the Subsidiaries has infringed any patent or patent application, copyright or copyright application, trademark or trademark application or trade name or other proprietary or intellectual property right of any other person, except for such matters as would not materially and adversely affect the business, operations, properties or financial condition of the Company and its Subsidiaries, taken as a whole, or received any notice of a claim of such infringement.
(c) Attached hereto as Schedule 3.12
Intangible Properties. 17 Section 3.13 Regulatory Filings.............................................18 Section 3.14 Insurance......................................................18 Section 3.15
Intangible Properties. 14 5.7 Schedules.......................................................14 5.8
Intangible Properties. (a) To the knowledge of Cohe▇ ▇▇▇ital, the Corporation has not infringed any patent or patent application, copyright or copyright application, trademark or trademark application or trade name or other proprietary or intellectual property right of any other person or received any notice of a claim of such infringement.
(b) Part 5.7 of Cohe▇ ▇▇▇ital's Disclosure Schedule contains a true and accurate list of all patents, copyrights, trademarks, trade names and service marks, both foreign and domestic, owned, possessed or used by the Corporation.
(c) The Corporation has the rights to use all data and information (including without limitation confidential information, trade secrets and know-how) necessary to permit the conduct from and after the Closing Date of the business of the Corporation, as such business is and has been normally conducted.
Intangible Properties. 18 Section 3.13
Intangible Properties. The Intangible Property Rights listed on Schedule 4.3 (iii) to this Agreement are all those used by or useful to the Product Line and are valid and in full force and effect. All patents, copyrights and trademarks have been duly registered or filed in the United States Patent and Trademark Office, and such registrations have been properly maintained and renewed in accordance with all applicable laws, rules and regulations. Seller has good and marketable title to and owns or exclusively holds all rights to use, free and clear of all liens, claims, restrictions, and infringements, the Intangible Property Rights. The Intangible Property Rights are valid, subsisting, enforceable and in full force and effect. There is no infringement or other adverse claim pending against any of the Intangible Property Rights. In connection with the operation of the Business, Seller is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise with respect to third-party patents, trademarks, copyrights or other intellectual property in connection with the conduct of the Business.
Intangible Properties. None of the Assets are subject to any patent or patent application, copyright or copyright application, trademark or trademark application, or similar evidence of ownership or the right to limit the use thereof by any third party.