Intangibles and Intellectual Property Clause Samples

Intangibles and Intellectual Property. Schedule 2.19 sets forth a list of all Intellectual Property owned, -------- ---- controlled or used by each of Aqua and Redwood Park. There are no claims or demand of any person nor any proceedings pending or, to the knowledge of NCP and CTC, threatened with respect to the Intellectual Property and NCP and CTC are not aware of any person or entity infringing upon such Intellectual Property. To the knowledge of NCP and CTC, the conduct of Aqua's and Redwood Park's businesses does not infringe upon any Intellectual Property rights of any third party. Each of Aqua and Redwood Park has the unencumbered right to use, free and clear of any claims, its intangible assets. Schedule 2.19 sets forth a -------- ---- complete and accurate list of all license agreements granting any right to use or practice any rights under any Intellectual Property, whether Aqua or Redwood Park is the licensee or licensor thereunder, and any assignments, consents, term, forbearances to s▇▇, judgments, orders, settlements or similar obligations relating to any Intellectual Property to which Aqua or Redwood Park is a party or otherwise bound (collectively, the "License Agreements"), indicating for each the title, the parties, date executed, whether or not it is exclusive and the Intellectual Property covered thereby. The License Agreements are valid and binding obligations of Aqua or Redwood Park, enforceable in accordance with their terms, and there exists no event or condition which will result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default by Aqua or Redwood Park under any such License Agreement, except for defaults, which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The Intellectual Property owned by or licensed to Aqua and Redwood Park constitutes all of the Intellectual Property used in or necessary for the conduct of Aqua's and Redwood Park's business. Aqua and Redwood Park have taken all reasonable steps to protect the Intellectual Property which it owns. The consummation of the transactions contemplated hereby will not result in the loss or impairment of Aqua's or Redwood Park's right to own or use any of the Intellectual Property, nor will they require the consent of any Governmental Authority or third party in respect of any such Intellectual Property. For purposes hereof, "Intellectual Property" means (i) trademarks, service marks, trade dress, logos, trade n...
View SourceView Similar (2)
Intangibles and Intellectual Property. All of the right, title and interest Seller may possess in and to the following, whether owned or licensed by Seller: any name used by Seller; the customer lists used by Seller in connection with the business; the goodwill of Seller; all of Seller’s trademarks, trade names, service marks, service names, internet domain names, copyrights, patents, inventions, rights, trade secrets, engineering and other drawings, computer software, technology, software source code and documentation, technical information, engineering data, design and engineering specifications, promotional literature; and all other intellectual property of Seller (collectively, the “Intangible Assets”);
View Source
Intangibles and Intellectual Property. All of the right, title and interest Seller may possess in and to the items set forth on Schedule 3.12 whether owned or licensed by Seller (collectively, the “Intangible Assets”);
View Source
Intangibles and Intellectual Property. Schedule 3.24 sets ------------------------------------- ------------- forth a list of all patents, patent rights, copyrights, trademarks, trade names, service marks, trade secrets, technology or the like, and all applications for any of the foregoing, (collectively "Intellectual Property") owned, controlled or used by the Company in connection with the Business. There are no claims or demand of any person nor any proceedings pending or, to the best of the Company's knowledge, threatened (and there is no basis for any of the foregoing) with respect to the Intellectual Property and the Company is not aware of any person or entity infringing upon such Intellectual Property. The Company has the unencumbered right to use, free and clear of any Claims, its intangible assets. The Company's customer lists have not been sold, leased, licensed or otherwise disclosed either in whole or in part to any person or entity and no person or entity has any right to use or interest in the customer list or any information therein.
View Source
Intangibles and Intellectual Property. Seller has the complete and unrestricted right to use and own and has the exclusive right to convey or assign all of its owned Intangibles and Intellectual Property. To the knowledge of Seller, there has been no infringement, misappropriation or misuse of any of Seller’s Intangibles and Intellectual Property or any other proprietary information related to the VAR Business. Seller has not infringed on, misappropriated or misused any third party’s intellectual property or trade secrets.
View Source
Intangibles and Intellectual Property. All of Seller's right, title and interest in, to and under all trade names, including Seller's rights in and to the trade names or any variations thereof, (Seller to change its name at or prior to Closing to a name approved by Buyer); computer software; any World Wide Web site under construction, owned or maintained by Seller on the Internet, if any, including any associated Uniform Resource Locator (“URL”) domain names (and all registrations and applications related thereto) and related computer software programming; all patents, copyrights, trademarks, service marks and other intellectual property, if any (and all registrations and applications related thereto, all causes of action for infringements thereof, and all goodwill associated therewith); trade secrets (including customer and supplier lists and histories, production techniques, and bid formulas); all telephone numbers, including without limitation the telephone numbers ( ) , any toll free number(s), and the facsimile number ( ) ; U.S. Post Office Box in , , and all other goodwill; and
View Source
Intangibles and Intellectual Property. (a) SCHEDULE 2.17 lists all Proprietary Rights (as such term is defined below) and sets forth any licenses related thereto and whether, where and when each such Proprietary Right has been registered or filed with the United States Patent and Trademark Office or the United States Copyright Office or the corresponding office of any other jurisdictions. The Company owns or has a valid right to use the Proprietary Rights being used and proposed to be used to conduct the Business as now conducted and as proposed to be conducted free and clear of any Claims. Except as specified on SCHEDULE 2.17, the Company has (i) no obligation to compensate any person or entity for the use of any such Proprietary Rights and (ii) not granted or assigned to, or become obligated to grant or
View Source
Intangibles and Intellectual Property. 32 SECTION 3.25 PROPRIETARY INFORMATION OF THIRD PARTIES..........................33 SECTION 3.26 BANK ACCOUNTS.....................................................33 SECTION 3.27 SIGNIFICANT CUSTOMERS AND SUPPLIERS...............................33 SECTION 3.28
View Source

Related to Intangibles and Intellectual Property

  • Patents and Intellectual Property Rights Recipients are subject to the ▇▇▇▇-▇▇▇▇ Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • COPYRIGHT AND INTELLECTUAL PROPERTY 11 ARTICLE 6 - JOB SECURITY 12

  • COPY RIGHT AND INTELLECTUAL PROPERTY 8.1. All information (inclusive of data, text, image) displayed in ▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.▇▇ shall not be used or published in other channels without the express written permission of PAH. PAH has the right to use any available legal remedies which may include the demand for factual or statutory damages, solicitor's fees and injunctive relief for any violation of PAH's intellectual property rights.

  • Background Intellectual Property “Background Intellectual Property” means property and the legal right therein of either or both parties developed before or independent of this Agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software. Both parties agree to provide the Background Intellectual Property necessary to complete the objectives of the project. Both parties shall retain all rights to their respective Background Intellectual Property provided for this purpose. Neither party shall assume any rights in the other party’s Background Intellectual Property provided for this project other than the right to use said Background Intellectual Property to achieve the objectives of this project.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.