Intellectual Property and Technology. (a) Schedule 2.15(a) contains a true, correct and complete list of all patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller with respect to the Business, except for matters listed on Schedule 2.15(b). (b) Schedule 2.15(b) contains a true, correct and complete list of all Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect. (c) Except as set forth on Schedule 2.15(c), Section 8 and 15 declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned. (d) Schedule 2.15(d) sets forth all licenses or other agreements from or with third Persons under which either Seller uses or exercises any rights with respect to any of the Intellectual Property or Technology other than such licenses or other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will transfer to Buyer all Intellectual Property and Technology without payment of royalties, free and clear of any Liens. (e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect to Small Licenses, the Sellers (as applicable) are the sole and exclusive owners of the Intellectual Property and Technology, free and clear of any Liens. (f) Except as set forth on Schedule 2.15(f), neither Seller has received (and Parent and Sellers have no knowledge of) any written notice from any other Person pertaining to or challenging the right of either Seller (or any other Person) to use any of the Intellectual Property or any Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, administrative or judicial, pending or threatened with respect to any Intellectual Property or Technology. (g) Except as set forth on Schedule 2.15(g), no licenses have been granted by either Seller and neither Seller has any obligation to grant licenses with respect to any Intellectual Property or Technology. No written claims have been made by either Seller of any
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Intellectual Property and Technology. (a) The Company and Abacus own or have the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of their Business as presently conducted (the “Company Intellectual Property Rights”). Section 3.20(a) of the Parent Disclosure Schedule 2.15(a) contains a truesets forth, correct and complete list as of the date hereof, all patents, registered trademarks, trade names, service marks and trade dress and all applications for trademarks, service marks and trade dress; all registered copyrights and all applications for copyrights; all patents and patent applications; and all Internet domain names owned by the foregoing owned, used Company or held for use by either Seller with Abacus (the “Scheduled Company Intellectual Property”). With respect to each item of the BusinessCompany Intellectual Property Rights, except for matters listed on Schedule 2.15(b).
(b) Schedule 2.15(b) contains a true, correct and complete list of all Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(c) Except as set forth on Schedule 2.15(c)in Section 3.20(a) of the Parent Disclosure Schedule: (i) the Company or Abacus possesses all right, Section 8 title, and 15 declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed interest in and accepted by to the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned.
(d) Schedule 2.15(d) sets forth all licenses or other agreements from or with third Persons under which either Seller uses or exercises any rights with respect to any of the Intellectual Property or Technology other than such licenses or other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will transfer to Buyer all Intellectual Property and Technology without payment of royaltiesitem, free and clear of any Liens.
Lien, license, royalty or other restriction; and (eii) Except (i) none of the Company’s or Abacus’ rights will be terminated or impaired, or become terminable, in whole or in part, as a result of the transactions contemplated hereby. With respect to each item of the Scheduled Company Intellectual Property, except as set forth on Schedule 2.15(ein Section 3.20(a) or (ii) with respect to Small Licensesof the Parent Disclosure Schedule, the Sellers Company’s and Abacus’ rights are valid and enforceable, and all filings required to maintain the validity thereof have been made. Either the Company or Abacus (as applicable1) are in possession of all Software Programs and Deliverables under (and as defined in) the sole Software Agreements (including the PolicyPro Software), (2) have paid in full all development fees and exclusive owners of other amounts due and payable to the Intellectual Property Developer under the Software Agreements, (3) are in compliance in all material respects under the Software Agreements and Technology, (4) own the PolicyPro Software free and clear of any Liens. There has been no dispute with the Developer under the Software Agreements.
(b) Except as set forth in Section 3.20(b) of the Parent Disclosure Schedule and since January 1, 2018, none of Parent or any of its Affiliates has received any written notice that the Company’s or Abacus’ use of the Company Intellectual Property Rights has infringed, misappropriated, diluted or otherwise violated any Intellectual Property rights owned by third parties. To the Knowledge of Parent or Seller, the operation by the Company and Abacus of their Business does not and has not infringed, misappropriated, diluted or otherwise violated the Intellectual Property rights owned by any third party. Except as set forth in Section 3.20(b) of the Parent Disclosure Schedule and since January 1, 2018, neither the Company nor Abacus has made any claim against any third party alleging infringement, misappropriation, dilution or other violation of any Company Intellectual Property Rights.
(c) All Employees and consultants who contributed to the discovery or development of any Company Intellectual Property Rights did so either (i) within the scope of his or her employment or (ii) pursuant to written agreements assigning all Intellectual Property arising therefrom to the Company or Abacus.
(d) Except as set forth in Section 3.20(d) of the Parent Disclosure Schedule, to the Knowledge of Parent or Seller, the use and dissemination by the Company and Abacus of Personal Information of consumers of its services or users of any websites operated by the Company or Abacus are in compliance, in all material respects, with all applicable privacy policies and terms of use and applicable Law. The Company and Abacus use commercially reasonable measures to protect the Personal Information that is collected and maintained by them and to require that any third party providing services to the Company or Abacus comply with applicable Law with respect to safeguarding Personal Information collected by such party. Since January 1, 2018, except as set forth in Section 3.20(d) of the Parent Disclosure Schedule, to the Knowledge of Parent or Seller, there has been no Security Breach in the safeguards for such Personal Information. The Company and Abacus use commercially reasonable measures to protect the confidentiality of the Company Intellectual Property Rights. Since January 1, 2018, except as set forth in Section 3.20(d) of the Parent Disclosure Schedule, there has been no breach in the safeguards for such confidential Company Intellectual Property Rights.
(e) Section 3.20(e) of the Parent Disclosure Schedule lists all material Computer Programs and Software owned or used by the Company or Abacus, including the PolicyPro Software; provided, that “material” Computer Programs excludes all shrink-wrap and off-the-shelf Computer Programs. Such Computer Programs and Software do not contain any open source or copyleft software. Neither the Company nor Abacus is a party to any agreement, which: (i) restricts the free use, license or disclosure by the Company or Abacus of any source code or object code relating to any of the Computer Programs and Software owned or purported to be owned by the Company or Abacus, or (ii) requires the Company or Abacus to (A) include any source code relating to any of the Company’s or Abacus’ proprietary Computer Programs and Software with any distribution or delivery (whether physical or on a hosted basis) of such Computer Programs or Software or (B) permit any licensee of any Computer Programs or Software owned or purported to be owned by the Company or Abacus to modify any source code relating to such Software.
(f) Except The IT Systems (i) operate as set forth on Schedule 2.15(f)necessary for the conduct of the Business of the Company and Abacus in all material respects, neither Seller has received and (and Parent and Sellers have no knowledge of) any written notice from any other Person pertaining to or challenging the right of either Seller (or any other Personii) to use the Knowledge of Parent or Seller, do not contain any “malware” or critical vulnerabilities that would reasonably be expected to interfere with the ability of Buyer to conduct the Business of the Company and Abacus as currently conducted. Since January 1, 2018, there have been no material adverse events affecting the IT Systems that have caused a material impact on the Company’s and Abacus’ operation of their respective businesses. The Company and Abacus have implemented, maintain, and comply with commercially reasonable business continuity and backup and disaster recovery plans and procedures with respect to the IT Systems. Since January 1, 2018, there has been no failure, unauthorized access or use, or other adverse event affecting any of the Intellectual Property IT Systems that has caused or will likely cause any Technology, and there is no interference, opposition, cancellation, reexamination material disruption to the conduct of the Business of the Company or other contest proceeding, administrative or judicial, pending or threatened with respect to any Intellectual Property or TechnologyAbacus.
(g) Except as set forth on Schedule 2.15(g), no licenses have been granted by either Seller and neither Seller has any obligation to grant licenses with respect to any Intellectual Property or Technology. No written claims have been made by either Seller of any
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Sources: Stock Purchase Agreement
Intellectual Property and Technology. (a) Schedule 2.15(a) contains a true, correct and complete list of all ---------------- patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller with respect to the Business, except for matters listed on Schedule 2.15(b).. ----------------
(b) Schedule 2.15(b) contains a true, correct and complete list of all ---------------- Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(c) Except as set forth on Schedule 2.15(c), Section 8 and 15 ---------------- declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned.
(d) Schedule 2.15(d) sets forth all licenses or other agreements from ---------------- or with third Persons under which either Seller uses or exercises any rights with respect to any of the Intellectual Property or Technology other than such licenses or other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will transfer to Buyer all -------------- Intellectual Property and Technology without payment of royalties, free and clear of any Liens.
(e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect ---------------- to Small Licenses, the Sellers (as applicable) are the sole and exclusive owners of the Intellectual Property and Technology, free and clear of any Liens.
(f) Except as set forth on Schedule 2.15(f), neither Seller has ---------------- received (and Parent and Sellers have no knowledge of) any written notice from any other Person pertaining to or challenging the right of either Seller (or any other Person) to use any of the Intellectual Property or any Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, administrative or judicial, pending or threatened with respect to any Intellectual Property or Technology.
(g) Except as set forth on Schedule 2.15(g), no licenses have been ---------------- granted by either Seller and neither Seller has any obligation to grant licenses with respect to any Intellectual Property or Technology. No written claims have been made by either Seller of anyany violation or infringement by others of rights with respect to any Intellectual Property or Technology, and neither Parent nor Sellers know of any basis for the making of any such claim. Except in such cases as would not in the aggregate have a Material Adverse Effect, the use by each Seller of the Intellectual Property and Technology (past and present) has not violated or infringed any rights of other Persons, or constituted a breach of any Contract (or other agreement or commitment).
(h) The Intellectual Property and Technology includes all such rights necessary to conduct the Business as now conducted and, except (i) as set forth on Schedule 2.15(d) or (ii) with respect to Small Licenses, such rights will not ---------------- be adversely affected by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
(i) There are no licenses or service, maintenance or other agreements or obligations of any nature whatsoever regarding the Intellectual Property or Technology between or among a Seller, on the one hand, and any Affiliate(s) of such Seller, on the other hand. All statements and representations made by each Seller or any of its Affiliates in any pending patent, copyright and trademark applications with respect to the Intellectual Property were true in all material respects as of the time they were made.
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Intellectual Property and Technology. (aSchedule 3.1(h) Schedule 2.15(a) contains sets forth ------------------------------------- a truelist, correct and complete list as of the date of this Agreement, of all patentsmaterial Intellectual Property (other than licenses) included in the Acquired Assets and, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller with respect to the Businessextent indicated on such Schedule, except for matters listed on Schedule 2.15(b).
(b) Schedule 2.15(b) contains a true, correct and complete list of all such Intellectual Property which has been duly registered in, filed in or issued by the PTO, United States Copyright Office or the United States Copyright Patent and Trademark Office, any state trademark the appropriate offices in the various states of the United States and the patent, trademark, copyright and other corresponding appropriate offices of foreign other jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(c) Except as set forth on Schedule 2.15(c3.1(h), Section 8 and 15 declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned.
(d) Schedule 2.15(d) sets forth all licenses or other agreements from or with third Persons under which either Seller uses or exercises any rights with respect to any of the Intellectual Property or Technology other than such licenses or other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will transfer to Buyer all Intellectual Property and Technology without payment of royalties, free and clear of any Liens.
(e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect to Small Licenses, the Sellers (as applicable) are the sole and exclusive owners owner of the all material Intellectual Property (other than licenses) and Technology, free and clear of any Liens.
(f) material Technology included in the Acquired Assets. Except as set forth on Schedule 2.15(f3.1(h), neither Seller has received (and Parent and Sellers have no knowledge of) not received any written notice from any other Person pertaining to or challenging in any material respect the right of either Seller (or any other Person) Sellers to use any of the material Intellectual Property or material Technology included in the Acquired Assets or any Technologyrights thereunder. Sellers have taken measures, consistent with Seller's corporate practice, to protect the secrecy, confidentiality and there is value of the material Technology included in the Acquired Assets. Except as set forth in Schedule 3.1(h), to Seller's knowledge, no interferencematerial Technology (other than unregistered copyrights) included in the Acquired Assets has been used, oppositiondivulged or appropriated for the benefit of any Person other than Sellers, cancellationexcept where such use, reexamination divulgence or other contest proceedingappropriation would not, administrative individually or judicialin the aggregate, pending reasonably be expected to have a material adverse effect on the business or threatened financial condition of the Division. Sellers have not made any claim in writing of a violation, infringement, misuse or misappropriation by others of their rights to or in connection with respect to any material Intellectual Property or Technology.
(g) material Technology included in the Acquired Assets. Except as set forth on Schedule 2.15(g3.1(h), to Seller's knowledge, as of the date of this Agreement, there is no licenses pending or threatened claim by any third Person of a violation, infringement, misuse or misappropriation by any of Sellers of any Intellectual Property or Technology owned by any third Person, or of the invalidity of any patent included in the Acquired Assets, which is reasonably likely to be adversely determined and which if adversely determined would have been granted by a material adverse effect on the business or financial condition of the Division. There are no interferences or other contested inter partes proceedings, either Seller pending or, to the knowledge of Seller, threatened, in the United States Copyright Office, the United States Patent and neither Seller has Trademark Office or any obligation Federal, state or local court or before any other Governmental Entity relating to grant licenses any pending application with respect to any material Intellectual Property or Technology. No written claims have been made by either Seller of anyincluded in the Acquired Assets.
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Intellectual Property and Technology. (a) Schedule 2.15(a) contains a true, correct and complete list of ---------------- all patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller any Company with respect to the Business, except for matters listed on Schedule 2.15(b).. ----------------
(b) Schedule 2.15(b) contains a true, correct and complete list of ---------------- all Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(c) Except as set forth on Schedule 2.15(c), Section 8 and 15 ---------------- declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned.
(d) Schedule 2.15(d) sets forth all licenses or other agreements from ---------------- or with third Persons under which either Seller any Company uses or exercises any rights with respect to any of the Intellectual Property or Technology Technology, other than such licenses or and other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will -------------- transfer to Buyer all Intellectual Property and Technology without payment of royalties, free and clear of any Liens.
(e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect ---------------- to Small Licenses, the Sellers Companies (as applicable) are the sole and exclusive owners of the Intellectual Property and Technology, free and clear of any Liens.
(f) Except as set forth on Schedule 2.15(f), neither Seller no Company has received ---------------- (and Parent and Sellers have no knowledge of) any written notice from any other Person pertaining to or challenging the right of either Seller any Company (or any other Person) to use any of the Intellectual Property or any Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, administrative or judicial, pending or threatened with respect to any Intellectual Property or Technology.
(g) Except as set forth on Schedule 2.15(g), no licenses have been ---------------- granted by either Seller any Company and neither Seller no Company has any obligation to grant licenses with respect to any Intellectual Property or Technology. No written claims have been made by either Seller any Company of anyany violation or infringement by others of rights with respect to any Intellectual Property or Technology, and neither Parent nor Sellers know of any basis for the making of any such claim. Except in such cases as would not in the aggregate have a Material Adverse Effect, the use by each Company of the Intellectual Property and Technology (past and present) has not violated or infringed any rights of other Persons, or constituted a breach of any Contract (or other agreement or commitment).
(h) The Intellectual Property and Technology includes all such rights necessary to conduct the Business as now conducted and, except (i) as set forth on Schedule 2.15(d) or (ii) with respect to Small Licenses, such rights will not ---------------- be adversely affected by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
(i) There are no licenses or service, maintenance or other agreements or obligations of any nature whatsoever regarding the Intellectual Property or Technology between or among any such Company, on the one hand, and any Affiliate(s) of such Company, on the other hand. All statements and representations made by each Company or any of its Affiliates in any pending patent, copyright and trademark applications with respect to the Intellectual Property were true in all material respects as of the time they were made.
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Intellectual Property and Technology. (a) Schedule 2.15(a) contains a true, correct and complete list of all patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller any Company with respect to the Business, except for matters listed on Schedule 2.15(b).
(b) Schedule 2.15(b) contains a true, correct and complete list of all Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(c) Except as set forth on Schedule 2.15(c), Section 8 and 15 declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned.
(d) Schedule 2.15(d) sets forth all licenses or other agreements from or with third Persons under which either Seller any Company uses or exercises any rights with respect to any of the Intellectual Property or Technology Technology, other than such licenses or and other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will 35 29 transfer to Buyer all Intellectual Property and Technology without payment of royalties, free and clear of any Liens.
(e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect to Small Licenses, the Sellers Companies (as applicable) are the sole and exclusive owners of the Intellectual Property and Technology, free and clear of any Liens.
(f) Except as set forth on Schedule 2.15(f), neither Seller no Company has received (and Parent and Sellers have no knowledge of) any written notice from any other Person pertaining to or challenging the right of either Seller any Company (or any other Person) to use any of the Intellectual Property or any Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, administrative or judicial, pending or threatened with respect to any Intellectual Property or Technology.
(g) Except as set forth on Schedule 2.15(g), no licenses have been granted by either Seller any Company and neither Seller no Company has any obligation to grant licenses with respect to any Intellectual Property or Technology. No written claims have been made by either Seller any Company of anyany violation or infringement by others of rights with respect to any Intellectual Property or Technology, and neither Parent nor Sellers know of any basis for the making of any such claim. Except in such cases as would not in the aggregate have a Material Adverse Effect, the use by each Company of the Intellectual Property and Technology (past and present) has not violated or infringed any rights of other Persons, or constituted a breach of any Contract (or other agreement or commitment).
(h) The Intellectual Property and Technology includes all such rights necessary to conduct the Business as now conducted and, except (i) as set forth on Schedule 2.15(d) or (ii) with respect to Small Licenses, such rights will not be adversely affected by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
(i) There are no licenses or service, maintenance or other agreements or obligations of any nature whatsoever regarding the Intellectual Property or Technology between or among any such Company, on the one hand, and any Affiliate(s) of such Company, on the other hand. All statements and representations made by each Company or any of its Affiliates in any pending patent, copyright and trademark applications with respect to the Intellectual Property were true in all material respects as of the time they were made.
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