Common use of Patents and Other Intellectual Property Clause in Contracts

Patents and Other Intellectual Property. (a) The Company owns or licenses all Intellectual Property necessary and desirable for the Company to conduct its business in the manner presently conducted, and all material Intellectual Property (other than Trademarks) owned or used by the Company and/or any Subsidiaries or in which or to which it has any rights, licenses or immunities are described and set forth with reasonable particularity in SCHEDULE 5.13 along with material information as to the ownership thereof or licenses, rights or immunities therein and registrations thereof; (b) Except as disclosed in SCHEDULE 5.13: (i) to the Knowledge of the Members and the Company, the Company and its Subsidiaries have the right and authority to use all Intellectual Property as is necessary to enable it to conduct and to continue to conduct all phases of its business in the manner presently conducted and the Company and any Subsidiary (in the conduct (or continuing conduct) of the Company's business) has never infringed on, misappropriated, or otherwise conflicted with, is not now infringing on, misappropriating or otherwise conflicting with, and will not conflict with, infringe on or misappropriate any patent or other intellectual property right belonging to any Person; (ii) neither the Company nor any Subsidiary is a party to any license agreement or arrangement, not set forth in SCHEDULE 5.13, whether as licensee, licensor or otherwise, with respect to any Intellectual Property; (iii) [Reserved]; (iv) none of the Members, or any of their Affiliates, owns any of the Intellectual Property used by the Company or any Subsidiary; and (v) to the Knowledge of the Members and the Company, there is no unauthorized use, infringement or misappropriation by any third party of any Intellectual Property owned by the Company or any Subsidiary.

Appears in 1 contract

Sources: Agreement and Plan of Organization (Luminant Worldwide Corp)

Patents and Other Intellectual Property. (a) The Company owns or licenses all Intellectual Property necessary and desirable for the Company to conduct its business in the manner presently conducted, and all material Intellectual Property (other than Trademarks) owned or used by the Company and/or any Subsidiaries or in which or to which it has any rights, licenses or immunities are described and set forth with reasonable particularity in SCHEDULE 5.13 along with material information as to the ownership thereof or licenses, rights or immunities therein and registrations thereof; (b) Except as disclosed in SCHEDULE 5.13: (i) to the Knowledge of the Members Stockholders and the Company, the Company and its Subsidiaries have the right and authority to use all Intellectual Property as is necessary to enable it to conduct and to continue to conduct all phases of its business in the manner presently conducted and the Company and any Subsidiary (in the conduct (or continuing conduct) of the Company's business) has never infringed on, misappropriated, or otherwise conflicted with, is not now infringing on, misappropriating or otherwise conflicting with, and will not conflict with, infringe on or misappropriate any patent or other intellectual property right belonging to any Person; (ii) neither the Company nor any Subsidiary is a party to any license agreement or arrangement, not set forth in SCHEDULE 5.13, whether as licensee, licensor or otherwise, with respect to any Intellectual PropertyProperty not set forth in SCHEDULE 5.13; (iii) [Reserved]; (iv) none of the MembersStockholders, or any of their Affiliates, owns any of the Intellectual Property used by the Company or any Subsidiary; and (v) to the Knowledge of the Members Stockholders and the Company, there is no unauthorized use, infringement or misappropriation by any third party of any Intellectual Property owned by the Company or any Subsidiary.

Appears in 1 contract

Sources: Agreement and Plan of Organization (Luminant Worldwide Corp)

Patents and Other Intellectual Property. (a) The Company owns or licenses all Intellectual Property necessary and desirable for the Company to conduct its business in the manner presently conducted, and all material Intellectual Property (other than Trademarks) owned or used by the Company and/or any Subsidiaries or in which or to which it has any rights, licenses or immunities are described and set forth with reasonable particularity in SCHEDULE 5.13 along with material information as to the ownership thereof or licenses, rights or immunities therein and registrations thereof; (b) Except as disclosed in SCHEDULE 5.13: (i) to the Knowledge of the Members Stockholders and the Company, the Company and its Subsidiaries have the right and authority to use all Intellectual Property as is necessary to enable it to conduct and to continue to conduct all phases of its business in the manner presently conducted and the Company and any Subsidiary (in the conduct (or continuing conduct) of the Company's business) has never infringed on, misappropriated, or otherwise conflicted with, is not now infringing on, misappropriating or otherwise conflicting with, and will not conflict with, infringe on or misappropriate any patent or other intellectual property right belonging to any Person; (ii) neither the Company nor any Subsidiary is a party to any license agreement or arrangement, not set forth in SCHEDULE 5.13, whether as licensee, licensor or otherwise, with respect to any Intellectual Property; (iii) [Reserved]; (iv) none of the MembersStockholders, or any of their Affiliates, owns any of the Intellectual Property used by the Company or any Subsidiary; and (v) to the Knowledge of the Members Stockholders and the Company, there is no unauthorized use, infringement or misappropriation by any third party of any Intellectual Property owned by the Company or any Subsidiary.

Appears in 1 contract

Sources: Agreement and Plan of Organization (Luminant Worldwide Corp)

Patents and Other Intellectual Property. (a) The Company owns or licenses all Intellectual Property necessary and desirable for the Company to conduct its business in the manner presently conducted, and all material Intellectual Property (other than Trademarks) owned or used by the Company and/or any Subsidiaries the Subsidiary or in which or to which it has any rights, licenses or immunities are described and set forth with reasonable particularity in SCHEDULE 5.13 along with material information as to the ownership thereof or licenses, rights or immunities therein and registrations thereof; (b) Except as disclosed in SCHEDULE 5.13: (i) to the Knowledge of the Members Stockholders, the Subsidiary and the Company, the Company and its the Subsidiaries have the right and authority to use all Intellectual Property as is necessary to enable it to conduct and to continue to conduct all phases of its business in the manner presently conducted and the Company and any the Subsidiary (in the conduct (or continuing conduct) of the Company's business) has never infringed on, misappropriated, or otherwise conflicted with, is not now infringing on, misappropriating or otherwise conflicting with, and will not conflict with, infringe on or misappropriate any patent or other intellectual property right belonging to any Person; (ii) neither the Company nor any the Subsidiary is a party to any license agreement or arrangement, not set forth in SCHEDULE 5.13, whether as licensee, licensor or otherwise, with respect to any Intellectual PropertyProperty not set forth in SCHEDULE 5.13; (iii) [Reserved]; (iv) none of the MembersStockholders, or any of their Affiliates, owns any of the Intellectual Property used by the Company or any the Subsidiary; and (v) to the Knowledge of the Members Stockholders, the Company and the CompanySubsidiary, there is no unauthorized use, infringement or misappropriation by any third party of any Intellectual Property owned by the Company or any the Subsidiary.

Appears in 1 contract

Sources: Merger Agreement (Luminant Worldwide Corp)

Patents and Other Intellectual Property. (a) The Company owns or licenses all Intellectual Property necessary and desirable for the Company to conduct its business business, in the manner presently conducted, and all material Intellectual Property (other than Trademarks) owned or used by the Company and/or any Subsidiaries or in which or to which it has any rights, licenses or immunities are described and set forth with reasonable particularity in SCHEDULE 5.13 along with material information as to the ownership thereof or licenses, rights or immunities therein and registrations thereof; (b) Except as disclosed in SCHEDULE 5.13: (i) to the Knowledge of the Members Stockholders and the Company, the Company and its Subsidiaries have the right and authority to use all Intellectual Property as is necessary to enable it to conduct and to continue to conduct all phases of its business in the manner presently conducted and the Company and any Subsidiary (in the conduct (or continuing conduct) of the Company's business) has never infringed on, misappropriated, or otherwise conflicted with, is not now infringing on, misappropriating or otherwise conflicting with, and will not conflict with, with infringe on or misappropriate any patent or other intellectual property right belonging to any Person; (ii) neither the Company nor any Subsidiary is a party to any license agreement or arrangement, not set forth in SCHEDULE 5.13, whether as licensee, licensor or otherwise, with respect to any Intellectual Property; (iii) [Reserved]; (iv) none of the MembersStockholders, or any of their Affiliates, owns any of the Intellectual Property used by the Company or any Subsidiary; and (v) to the Knowledge of the Members Stockholders and the Company, there is no unauthorized use, infringement or misappropriation by any third party of any Intellectual Property owned by the Company or any Subsidiary.

Appears in 1 contract

Sources: Agreement and Plan of Organization (Luminant Worldwide Corp)

Patents and Other Intellectual Property. (a) The Company owns or licenses all Intellectual Property necessary and desirable for the Company to conduct its business in the manner presently conducted, and all material Intellectual Property (other than Trademarks) owned or used by the Company and/or any Subsidiaries or in which or to which it has any rights, licenses or immunities are described and set forth with reasonable particularity in SCHEDULE 5.13 along with material information as to the ownership thereof or licenses, rights or immunities therein and registrations thereof; (b) Except as disclosed in SCHEDULE 5.13: (i) to the Knowledge of the Members and the Company, the Company and its any Subsidiaries have the right and authority to use all Intellectual Property as is necessary to enable it to conduct and to continue to conduct all phases of its business in the manner presently conducted and to the Knowledge of the Company and the Members, the Company and any Subsidiary (in the conduct (or continuing conduct) of the Company's business) has never infringed on, misappropriated, or otherwise conflicted with, and is not now infringing on, misappropriating or otherwise conflicting with, and will not conflict with, infringe on or misappropriate any patent or other intellectual property right belonging to any Person; (ii) neither the Company nor any Subsidiary is a party to any license agreement or arrangement, not set forth in SCHEDULE 5.13, whether as licensee, licensor or otherwise, with respect to any Intellectual Property; (iii) [Reserved]; (iv) none of the Members, or any of their Affiliates, owns any of the Intellectual Property used by the Company or any Subsidiary; and (v) to the Knowledge of the Members and the Company, there is no unauthorized use, infringement or misappropriation by any third party of any Intellectual Property owned by the Company or any Subsidiary.

Appears in 1 contract

Sources: Agreement and Plan of Organization (Luminant Worldwide Corp)

Patents and Other Intellectual Property. (a) The Company owns or licenses all Intellectual Property necessary and desirable for the Company to conduct its business in the manner presently conducted, and all material Intellectual Property (other than Trademarks) owned or used by the Company and/or any Subsidiaries or in which or to which it has any rights, licenses or immunities are described and set forth with reasonable particularity in SCHEDULE 5.13 along with material information as to the ownership thereof or licenses, rights or immunities therein and registrations thereof; (b) Except as disclosed in SCHEDULE 5.13: (i) to the Knowledge of the Members Stockholders and the Company, the Company and its any Subsidiaries have the right and authority to use all Intellectual Property as is necessary to enable it to conduct and to continue to conduct all phases of its business in the manner presently conducted and, to the Knowledge of the Company and the Stockholders, and the Company and any Subsidiary (in the conduct (or continuing conduct) of the Company's business) has never infringed on, misappropriated, or otherwise conflicted with, and is not now infringing on, misappropriating or otherwise conflicting with, and will not conflict with, infringe on or misappropriate any patent or other intellectual property right belonging to any Person; (ii) neither the Company nor any Subsidiary is a party to any license agreement or arrangement, not set forth in SCHEDULE 5.13, whether as licensee, licensor or otherwise, with respect to any Intellectual Property; (iii) [Reserved]; (iv) none of the MembersStockholders, or any of their Affiliates, owns any of the Intellectual Property used by the Company or any Subsidiary; and (v) to the Knowledge of the Members Stockholders and the Company, there is no unauthorized use, infringement or misappropriation by any third party of any Intellectual Property owned by the Company or any Subsidiary.

Appears in 1 contract

Sources: Agreement and Plan of Organization (Luminant Worldwide Corp)