Title to the Licensed Marks Sample Clauses

The "Title to the Licensed Marks" clause establishes that ownership of the trademarks or service marks being licensed remains with the original owner, typically the licensor, throughout the duration of the agreement. In practice, this means that while the licensee is granted permission to use the marks under specified conditions, they do not acquire any ownership rights or interests in the marks themselves. This clause is essential for protecting the licensor's intellectual property, ensuring that the licensee cannot claim rights to the marks beyond the scope of the license, and preventing potential disputes over trademark ownership.
Title to the Licensed Marks. Licensor represents and --------------------------- warrants that: (a) Licensor has good title to the Licensed Marks and has the right to grant the licenses provided for hereunder in accordance with the terms and conditions hereof, free of any liabilities, charges, liens, pledges, mortgages, restrictions, adverse claims, security interests, rights of others, and encumbrances of any kind (collectively, "Encumbrances"), other than Encumbrances which will not restrict or interfere in any material respect with the exercise by Licensee of the rights granted to Licensee hereunder. (b) There is no claim, action, proceeding or other litigation pending or, to the knowledge of Licensor, threatened with respect to Licensor's ownership of the Licensed Marks or which, if adversely determined, would restrict or otherwise interfere in any material respect with the exercise by Licensee of the rights purported to be granted to Licensee hereunder. Except as expressly provided above in this Section 5.1, Licensor makes no representation or warranty of any kind or nature whether express or implied with respect to the Licensed Marks (including freedom from third party infringement of the Licensed Marks). The representations and warranties provided for in this Section 5.1 shall survive the execution and delivery of this agreement.
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Title to the Licensed Marks. Licensor represents to Licensee that: (a) Licensor has good title to the Licensed Marks and has the right to grant the licenses provided for hereunder in accordance with the terms and conditions hereof, free of any liens, pledges, mortgages, restrictions, security interests and encumbrances of any kind, other than encumbrances and restrictions which will not interfere in any material respect with the exercise by Licensee of the rights granted to Licensee hereunder; (b) there is no claim, action, proceeding or other litigation now pending with respect to the Licensed Marks or Trade Secrets; and (c) to the best of Licensor's knowledge and belief, there are no known threatened claims with respect to Licensor's ownership of the Licensed Marks or Trade Secrets which, if adversely determined, would restrict or otherwise interfere in any material respect with the exercise by Licensee of the rights purported to be granted to Licensee hereunder.
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Related to Title to the Licensed Marks

  • License for Txdot Logo Use DocuSign Envelope ID: 08011FCF-93C2-4F54-8A05-20A33047A1D8

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • Product Trademarks BMS shall be solely responsible for the selection (including the creation, searching and clearing), registration, maintenance, policing and enforcement of all trademarks developed for use in connection with the marketing, sale or distribution of Products in the Field in the Territory (the “Product Marks”). BMS shall own all Product Marks, and all trademark registrations for said marks.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Sublicense to Use the Scudder Trademarks As exclusive licensee of the rights to use an▇ ▇▇▇▇▇cense the use of the "Scudder," "Scudder Investments" and "Scudder, Stevens & Clark, In▇." ▇▇▇dema▇▇▇ (▇▇gether, the "Scudde▇ ▇▇▇▇▇"), ▇▇▇ ▇ere▇▇ ▇▇ant the Trust a nonexclusive right ▇▇▇ ▇▇▇license to use (i) the "Scudder" name and mark as part of the Trust's name (the "Fund Nam▇"), ▇▇d (ii) the Scudder Marks in connection with the Trust's investment products ▇▇▇ ▇▇▇vices, in each case only for so long as this Agreement, any other investment management agreement between you or any organization which shall have succeeded to your business as investment manager ("your Successor") and the Trust, or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as you are a licensee of the Scudder Marks, provided however, that you agree to use your best ▇▇▇▇▇▇▇ to maintain your license to use and sublicense the Scudder Marks. The Trust agrees that it shall have no right to su▇▇▇▇▇▇▇e or assign rights to use the Scudder Marks, shall acquire no interest in the Scudder Marks oth▇▇ ▇▇▇▇ the rights granted herein, that all of t▇▇ ▇▇▇▇t's uses of the Scudder Marks shall inure to the benefit of Scudder Trust Company ▇▇ ▇▇▇er and licensor of the Scudder Marks (▇▇▇ "▇rademark Owner"), and that the Trust shall n▇▇ ▇▇▇▇lenge the validity of the Scudder Marks or the Trademark Owner's ownership thereof. The Tru▇▇ ▇▇▇▇her agrees that all services and products it offers in connection with the Scudder Marks shall meet commercially reasonable standards of dua▇▇▇▇, ▇s may be determined by you or the Trademark Owner from time to time, provided that you acknowledge that the services and products the Trust rendered during the one-year period preceding the date of this Agreement are acceptable. At your reasonable request, the Trust shall cooperate with you and the Trademark Owner and shall execute and deliver any and all documents necessary to maintain and protect (including but not limited to in connection with any trademark infringement action) the Scudder Marks and/or enter the Trust as a registered user thereof. ▇▇ ▇▇ch time as this Agreement or any other investment management agreement shall no longer be in effect between you (or your Successor) and the Trust, or you no longer are a licensee of the Scudder Marks, the Trust shall (to the extent that, and as soon a▇, ▇▇ ▇awfully can) cease to use the Fund Name or any other name indicating that it is advised by, managed by or otherwise connected with you (or your Successor) or the Trademark Owner. In no event shall the Trust use the Scudder Marks or any other name or mark confusingly similar there▇▇ (▇▇▇luding, but not limited to, any name or mark that includes the name "Scudder") if this Agreement or any other investment advisory agre▇▇▇▇▇ ▇etween you (or your Successor) and the Fund is terminated.