Intellectual Property and Data Privacy Sample Clauses

Intellectual Property and Data Privacy. (a) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, (i) each of Ardagh and its Affiliates (including each of the AMP Entities) takes and has taken commercially reasonable actions to maintain and protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and (ii) no such Trade Secret has been authorized to be disclosed or, to the Knowledge of Ardagh, has been actually disclosed by Ardagh or any of its Affiliates (including any of the AMP Entities) to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use thereof. (b) Section 4.14(b) of the Ardagh Disclosure Schedule sets forth a list of all Registered Owned Intellectual Property as of the date hereof, after deeming the Pre-Closing Restructuring to be completed. For each item of such Intellectual Property, Section 4.14(b) of the Ardagh Disclosure Schedule includes, where applicable: (i) the current record owner; (ii) the jurisdiction where the application, registration or issuance is filed, registered or issued, respectively; (iii) the application, registration or issue number; and (iv) the application, registration or issue date. (c) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, none of the Registered Owned Intellectual Property set forth or required to be set forth on Section 4.14(b) of the Ardagh Disclosure Schedule has lapsed, expired or been cancelled, abandoned or otherwise terminated and, to the Knowledge of Ardagh, all Registered Owned Intellectual Property is otherwise in full force and effect, valid and enforceable. Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, (i) an AMP Entity is the sole and exclusive owner of each item of Owned Intellectual Property (including the Registered Owned Intellectual Property set forth or required to be set forth on Section 4.14(b) of the Ardagh Disclosure Schedule) and (ii) all Intellectual Property licensed to the AMP Business (the “Licensed Business Intellectual Property”) is licensed to Ardagh, one of its Affiliates or an AMP Entity pursuant to a Contract, in each case of (i) and (ii), free and clear of all Encumbrances (other than Permitted Encumbrances). Immediately following the Pre-Closing Restructuring, except as would not be material to the AMP Business or the AMP Entities, taken as a whole, each of the AMP Entities will have continuing rights to...

Intellectual Property and Data Privacy. (a) Schedule 4.10(a) sets forth, as of the date hereof, a true and complete list of all registered Company Owned Intellectual Property and material unregistered Company Owned Intellectual Property, including any pending applications to register any of the foregoing, specifying as to each item, as applicable the title, the issuance, registration or application number, country, and owner. (b) The Company and its Subsidiaries have taken such actions as are reasonably necessary to maintain the validity of all registrations and applications for registration for Company Owned Intellectual Property, and the Company or its applicable Subsidiary is the sole and exclusive owner of such Company Owned Intellectual Property free and clear of any and all Liens. All Company Owned Intellectual Property is (other than patent applications or applications to register trademarks) valid and enforceable, no Company Owned Intellectual Property is involved in any interference, reissue, reexamination, opposition, cancellation or similar proceeding and to the Company’s Knowledge, no such action is or has been threatened with respect to any Company Intellectual Property. The Company and its Subsidiaries have the right to use all Company Intellectual Property that is used in the Business and is material to the Business. (c) The Company and its Subsidiaries do not, and in the three (3) years prior to the date hereof, have not, infringed, misappropriated, diluted or otherwise violated any Intellectual Property rights of any Person. To the Company’s Knowledge, there is no infringement, misappropriation, dilution or other violation of any of the Company Owned Intellectual Property by any third party. In the three (3) years prior to the date hereof, the Company and its Subsidiaries have not received written notice of any claims or allegations challenging the validity or ownership by the Company and its Subsidiaries of any Company Intellectual Property or alleging infringement, misappropriation, dilution or other violation by the Company and its Subsidiaries. To the Company’s Knowledge, no Company Owned Intellectual Property that is material to the Business is subject to any outstanding order, judgment, decree or stipulation restricting or limiting in any material respect the use or licensing thereof by the Company or any of its Subsidiaries. (d) The Company and its Subsidiaries have taken commercially reasonable steps designed to protect rights in all trade secrets and confidential and pr...

Intellectual Property and Data Privacy. (a) Section 3.9(a) of the Disclosure Schedule contains a complete and accurate list of all Patent Rights, registered Trademarks, registered Copyrights, applications for each of the foregoing, domain names, and material unregistered Trademarks, in each case, owned or purported to be owned by a Company (the “Company Registered Intellectual Property”), and in each case, specifying the applicable jurisdiction, title, record owner, and application, registration or issuance date and number. All necessary registration, maintenance, renewal, and other relevant filing fees due have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Governmental Entity, Self-Regulatory Organization, domain registrar or other applicable authority for the purposes of maintaining the Company Registered Intellectual Property in full force and effect. All Company Registered Intellectual Property is subsisting, valid and enforceable. (b) The Companies (i) exclusively own all right, title and interest in and to all Company Owned Intellectual Property and (ii) have valid, enforceable and continuing rights (pursuant to a written license) to use all Company Licensed Intellectual Property as the same is used in the business of the Companies, in each case of (i) and (ii), free and clear of all Liens, other than Permitted Liens. The Company Owned Intellectual Property and the Company Licensed Intellectual Property (when used within the scope of the applicable license) collectively constitute all Intellectual Property used in, necessary and sufficient for the conduct of the business of the Companies as currently conducted. (c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with any other event) will result in: (i) the loss or impairment of, or any Lien on, any Company Intellectual Property; (ii) the release, disclosure or delivery of any source code included in any Company Software to any third party; (iii) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any Company Intellectual Property; or (iv) the payment of any additional consideration to, or the reduction of any payments from, any Person with respect to any Company Intellectual Property. (d) To the Seller’s Knowledge, no third party is infringing, misappropriating, or otherwise violating or has infringed, m...

Intellectual Property and Data Privacy. (i) Section 5.1(r)(i) of the Company Disclosure Schedule contains a complete list, as of the date hereof, of: all of the following that are owned or used by the Company and/or the Company Subsidiaries: (A) Registered Intellectual Property, (B) all contracts or agreements pursuant to which the Company or any Company Subsidiary is granted a license or covenant not to sue, to any material Company-Licensed IP (other than (1) unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $500,000, (2) Open Source Software; (3) non-disclosure agreements entered into in the ordinary course of business; (4) rights to feedback granted by third parties in the ordinary course consistent with past practice; (5) incidental non-exclusive trademark licenses granted solely for marketing or promotional purposes; and (6) commercially available service agreements to Business Systems that have an individual service or subscription fee of $500,000 or less per annum) (such contracts or agreements, “Inbound License Agreements”); and (C) any material Software or Business Systems constituting Company-Owned IP that are incorporated into or used in connection with the Services. (ii) The Company-Owned IP and Company-Licensed IP constitute all of the material Intellectual Property used in or held for use in or necessary to enable the conduct of the business of the Company and the Company Subsidiaries as presently conducted. Except as set forth in Section 5.1(r)(ii) of the Company Disclosure Schedule or as would not reasonably be expected to be material to the business of the Company and the Company Subsidiaries, the Company or one of the Company Subsidiaries solely owns and possesses, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Company-Owned IP and has the right to use pursuant to a written contract Company-Licensed IP. As of the date hereof, no loss or expiration of any material Company-Owned IP is threatened in writing, or, to the Company’s Knowledge, pending. (iii) Since January 1, 2022, the Company and each of its applicable Company Subsidiaries have taken reasonable actions to maintain and protect Intellectual Property rights contained in material Company-Owned IP. Neither the Company nor any Company Subsidiaries has (A) disclosed any material trade secrets or other material Confidential Information that relates to the business of the Comp...

Intellectual Property and Data Privacy. (i) The Group Companies solely and exclusively own all rights, title, and interest in and to each item of Owned Intellectual Property, free and clear of any Liens (other than Permitted Liens) and the Group Companies have a valid right or license to use all Licensed Intellectual Property. The Group Companies own or have the adequate right to use all Intellectual Property used or purported to be used in connection with, or otherwise necessary to conduct, the Group’s Business as presently conducted without any infringement, misappropriation or violation of the Intellectual Property of any Person in any material respect. Each Group Company has taken all security measures that are commercially reasonable in accordance with standard industry practice in order to protect the secrecy, confidentiality and value of the Company Intellectual Property. Neither the conduct of the Business of the Group, nor any product or service marketed, sold or provided (or proposed to be marketed, sold or provided) by any Group Company, has, within the three (3) years preceding the date of this Agreement, infringed upon, misappropriated or otherwise violated, or is infringing upon, misappropriating or otherwise violating, the Intellectual Property rights of any other Person. (ii) No claims, proceedings or legal actions are pending, or, to the Knowledge of the Company, threatened against, any Group Company, and none of the Group Companies has received any communications (A) alleging that any Group Company has infringed upon, misappropriated or otherwise violated or, by conducting the Group’s Business as proposed, would infringe upon, misappropriate or otherwise violate any Intellectual Property rights of any other Person, nor, to the Knowledge of the Company, is there any reasonable basis therefor, or (B) challenging or seeking to deny, revoke or limit the Group Companies’ rights in any Owned Intellectual Property. Each employee and consultant of the Group Companies involved in the development of any Owned Intellectual Property for, or on behalf of, any of the Group Companies has executed intellectual property assignment or work for hire agreements or other written Contracts that presently assign to the applicable Group Company all such Person’s right, title and interest in and to such Intellectual Property or such Intellectual Property has otherwise vested in a Group Company by operation of law. To the Knowledge of the Company, no such agreements have been breached or otherwise viola...

Intellectual Property and Data Privacy. (a) Section 4.18(a) of the Disclosure Schedule identifies, as of the date of this Agreement, all Intellectual Property that is (i) Owned Intellectual Property subject to an application or registration with a Governmental Entity (by name, owner and, where applicable, registration or application number and jurisdiction) (the “Registered IP”), (ii) material trade secrets (as such term is defined in the Defend Trade Secrets Act, 18 U.S.C. § 1839) and included in the Owned Intellectual Property (the “Company Trade Secrets”), and (iii) all other Intellectual Property owned by a third party that is licensed to the Company Entities that is material to the operation of the business of the Company Entities, excluding any Intellectual Property that is used pursuant to an Incidental Inbound License (collectively with the Registered IP and Company Trade Secrets, the “Scheduled IP”). Each item of Registered IP is valid and subsisting (other than applications). (b) Except as identified in Section 4.18(b) of the Disclosure Schedule, the Company Entities own or have the right to use pursuant to a license, the Intellectual Property that is necessary for each Company Entity to operate its business as currently conducted. (c) Except as identified in Section 4.18(c) of the Disclosure Schedule, (i) no Company Entity is currently infringing any Intellectual Property owned by any third party that is not licensed to the Company Entities, and, to the Knowledge of the Company, no third party is currently infringing in any material respect any Owned Intellectual Property. All claims made by the Company Entities in connection with an application for marketing approval from a Governmental Entity, or on or in connection with the advertising, offering for sale or sale of products or services by the Company Entities (including labels, packaging and other communications), are truthful and non-deceptive in all material respects, to the Knowledge of the Company adequately substantiated, and otherwise in material compliance with all applicable Laws. (d) No Owned Intellectual Property is subject to any contract containing any covenant or other provision that in any way limits or restricts the ability of the Company Entities to use, exploit, assert or enforce any Owned Intellectual Property. (e) The Company Entities have not taken any action or failed to take any action that could reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation, waiver...

Intellectual Property and Data Privacy. 9.1 Background IP. Each party’s background Intellectual Property, which are owned by or licensed to that party prior to the Effective Date of this Agreement or which are not invented, discovered, generated or derived under or in connection with this Agreement are and shall remain owned by or licensed to that party.

Intellectual Property and Data Privacy. (a) Section 2.8(a) of the Disclosure Schedule identifies each item of Registered IP owned or purported to be owned, in whole or in part, by the Company other than trademarks which the Company has abandoned (collectively, the “Company Owned Registered IP”), and sets forth for each item of Company Owned Registered IP: (i) the record owner(s); (ii) the jurisdiction in which such item of Company Owned Registered IP has been registered, filed or issued, (iii) the applicable registration, application or serial number, and (iv) the date of registration, filing or issuance. Each item of Company Owned Registered IP that is issued, granted or registered (i.e., excluding pending applications) is subsisting, valid and, to the Sellers’ Knowledge, enforceable. Each item of Company Owned Registered IP that is listed or required to be listed in Section 2.8(a) of the Disclosure Schedule is in compliance with formal legal requirements now or previously due, including, as applicable, all registrations, filings, payments (including maintenance fees), maintenance, renewal and other actions required to be paid, made, or taken with the relevant authorities in the U.S. or non-U.S. jurisdictions, as the case may be, to maintain such item of Company Owned Registered IP in full force and effect, and is not subject to any cancellation, opposition, nullity, reexamination proceeding or any other similar proceeding challenging its scope, validity, enforceability, ownership or use. (b) There is no Registered IP exclusively licensed or purported to be exclusively licensed to the Company. (c) The Company is the sole and exclusive legal and beneficial owner of all right, title and interest in and to the Owned Intellectual Property, free and clear of all Liens (other than Permitted Encumbrances), and the Company has a valid right to use all Company Intellectual Property used, or held for use in, or necessary for the conduct of the business of the Company as currently conducted and currently planned to be conducted. All Intellectual Property that is licensed to the Company is licensed to the Company under a valid and enforceable (in accordance with its terms) license agreement, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. (d) To the Sellers’ Knowledge, neither the Company nor the conduct of the Company’s business as currently conducted or planned to be conducted, and none of...

Intellectual Property and Data Privacy. (a) Except for Trade Secrets, the Company does not own, purport to own or license any Intellectual Property of any nature (such Trade Secrets, the “Company Intellectual Property”). (b) There is no pending or, to Seller’s Knowledge, threatened, claims against the Company, the Seller, HOFRECO or HOF Village Youth Fields, or any of their respective employees alleging that any of the Company Intellectual Property or the conduct of the Business infringes, misappropriates, violates or conflicts with, or has infringed, misappropriated, violated or conflicted with, the rights of others in respect of any Intellectual Property (“Third Party Rights”). (c) The conduct of the Company or any Company Intellectual Property has not, and does not currently, infringe, misappropriate or conflict with any Third Party Right. (d) None of the Company, the Seller, ▇▇▇▇▇▇▇ nor HOF Village Youth Fields has received any communications in writing or, to the Seller’s knowledge, orally, alleging that it has violated or, by conducting the Business would violate, any Third Party Rights or that any of the Company Intellectual Property is invalid or unenforceable. (e) To the Knowledge of Seller, there is no violation or infringement by a third party of any of the Company Intellectual Property. (f) Each of the Company, the Seller, HOFRECO and HOF Village Youth Fields is, and has at all times been, in compliance with (i) all Legal Requirements pertaining to (A) the collection, storage, use, receipt, handling, sharing, security, retention, disposal, disclosure, treatment, transfer (including the cross border transfer and/or transmission), and other processing of Personal Data or spyware (collectively, the “Data Activities”), or (B) data protection, privacy, cybersecurity, and e-commerce, including, without limitation, HIPAA (together (i)(A) and (i)(B) being “Privacy Laws”); (g) There is no pending, nor has there ever been any actual or, to the Knowledge of the Seller, threatened action or claim against the Company, the Seller, HOFRECO or HOF Village Youth Fields initiated by (i) any Person, (ii) the United States Federal Trade Commission, any state attorney general or similar state official, (iii) any Governmental Body, foreign or domestic, or (iv) any regulatory or self-regulatory entity, alleging that any Data Activity of the Company, the Seller, HOFRECO or HOF Village Youth Fields: (A) is in violation of any applicable Privacy Laws, (B) is in violation of any Privacy Agreements, (C) is in v...