Schedule of Intellectual Property Clause Samples

Schedule of Intellectual Property. Schedule 2.6 describes specifically all Trademarks and Copyrights related to the Assets and registered in the name of, or otherwise the property of Seller.
View SourceView Similar (2)
Schedule of Intellectual Property. Section 2.1.9(a) of the CERA Disclosure Letter sets forth a correct and complete list of all
View SourceView Similar (2)
Schedule of Intellectual Property. Schedule 4.11(c) sets forth a complete and accurate list and description of: all patents, trademark registrations, copyright registrations and applications of any of the foregoing, and domain names, in each case owned by the Company. As of the date of the Prior Agreement, all Intellectual Property owned by the Company and the Subsidiaries is in good standing and no Intellectual Property owned by the Company or any Subsidiary has been or is now involved in any interference, reissue, reexamination, opposition or cancellation proceeding and, to the Knowledge of the Company, no such action is or has been threatened with respect to any of the Intellectual Property owned by the Company or any Subsidiary.
View Source
Schedule of Intellectual Property. Seller has Disclosed in Section 2.2.9(a) of the Seller Disclosure Schedule a correct and complete list of all of the material registered Intellectual Property and the material software (other than off the shelf software programs that have not been customized for use by Target Company) that is owned by Target Company (the “Target Intellectual Property”). Except as Disclosed in Section 2.2.9(a) of the Seller Disclosure Schedule, all of the Target Intellectual Property is owned free and clear of any Liens, excluding non-exclusive licenses granted in the ordinary course of business. Except as Disclosed in Section 2.2.9(a) of the Seller Disclosure Schedule, to the Knowledge of the Seller, Target Company has sufficient rights to use the Target Intellectual Property and the material Intellectual Property licensed by the Target Company (other than off the shelf software programs that have not been customized for use by Target Company) in connection with the business as currently conducted by Target Company.
View Source
Schedule of Intellectual Property. Schedule 2.1.9(a) sets forth a correct and complete list of all registered Intellectual Property owned by any member of BHC Group (other than off-the-shelf software programs that have not been customized for use by any member of the BHC Group) as of the date hereof (the “BHC Intellectual Property”) and sets forth the owner and nature of the interest of the BHC Group therein. To the Knowledge of Seller, and except as set forth on Schedule 2.1.9(a), there is no material Intellectual Property used in the business as currently conducted that is owned by any Person other than members of the BHC Group. To the Knowledge of Seller, all of the Intellectual Property owned by any member of the BHC Group is owned free and clear of any Liens, except as set forth on Schedule 2.1.9(a). Except as set forth in Schedule 2.1.9(a) and to the Knowledge of Seller, the BHC Group owns or has the legal right to use the material Intellectual Property used in the business as currently conducted by each member of the BHC Group.
View Source
Schedule of Intellectual Property. Schedule 4.11(a)(i) sets forth a complete and accurate list of: (A) all patents, registered trademarks, registered copyrights, Internet domain names, other registered Intellectual Property and pending applications for registration of any of the foregoing, in each case owned, used or held for use by the Company or any Subsidiary; and (B) each material unregistered trademark, service ▇▇▇▇ and copyright owned by the Company or any Subsidiary in connection with its business. Except as disclosed in Schedule 4.11(a)(ii), the Company and the Subsidiaries own all right, title and interest in and to all Intellectual Property required to be set forth on Schedule 4.11(a)(i). All such Intellectual Property is subsisting and in good standing, and is, to the Knowledge of the Company, valid and enforceable and subsisting, and all necessary registration, maintenance, renewal, and other relevant filing fees due through the date hereof in connection therewith have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant patent, copyright, trademark, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such registered Intellectual Property in full force and effect. No registration, maintenance, renewal or other related filings are required in the ninety (90) days following the date hereof. Except as set forth on Schedule 4.11(b), the Company and the Subsidiaries own all right, title and interest in and to, or have valid and continuing rights to use, sell and license, all Intellectual Property used in the conduct of the business and operations of the Company and the Subsidiaries as presently conducted and as currently proposed to be conducted, free and clear of all Liens, other than Permitted Exceptions, or obligations to others. All Intellectual Property jointly owned by the Company and the Subsidiaries and a third party is described in Schedule 4.11(b).
View Source
Schedule of Intellectual Property. Schedule 2.1.9 (a) sets forth a correct and complete list of all of the material trade or service marks and all other material Intellectual Property (other than off-the-shelf software programs that have not been customized for use by any member of the BHC Group) used in the business and operations of the BHC Group as of the date hereof (the "BHC Intellectual ---------------- (a) Except as set forth in Schedule 2.1.9(a), the BHC Group has the legal right to use BHC Intellectual Property in connection with the business as currently conducted by the BHC Group and, except as set forth on Schedule 2.1.1(b), immediately after the Effective Time, the Surviving Corporation or its Subsidiaries will have such right to the same extent and on the same terms as the BHC Group was entitled to use BHC Intellectual Property immediately prior to the Effective Time.
View Source

Related to Schedule of Intellectual Property

  • Use of Intellectual Property The Adviser grants to the Sub-Adviser a sublicense to use the trademarks, service marks, logos, names, or any other proprietary designations of the Adviser (“AdvisorShares Marks”) on a non-exclusive basis. The Sub-Adviser will acquire no rights in the AdvisorShares Marks, and all goodwill of the AdvisorShares Marks shall inure to and remain with the Adviser. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates or use AdvisorShares Marks in offering, marketing or other promotional materials without the prior express written consent of the Adviser, which approval will not be unreasonably withheld or delayed, except as required by rule, regulation or upon the request of a governmental authority. Notwithstanding the forgoing, the Sub-Adviser and its affiliates may, without obtaining the Adviser’s prior approval, refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates and use AdvisorShares Marks in offering, marketing or other promotional materials provided that such materials were previously approved by the Adviser and remain in substantially the same form.

  • License of Intellectual Property Each Party (a “Licensor”) grants the other Party (a “Licensee”) the non-exclusive, royalty-free, paid-up, worldwide, irrevocable, right, during the term of this Agreement, to use the Licensor’s Intellectual Property solely for the purposes of this Agreement and to carry out the Party’s functions consistent with its responsibilities and authority as set forth in the enable legislation and regulations. Such licenses shall not give the Licensee any ownership interest in or rights to the Intellectual Property of the Licensor. Each Licensee agrees to abide by all third-party license and confidentiality restrictions or obligations applicable to the Licensor’s Intellectual Property of which the Licensor has notified the Licensee in writing.

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service ▇▇▇▇, trade secret, or any other proprietary rights protection legally available.

  • Documents & Data; Licensing of Intellectual Property This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.