ADEQUACY OF RIGHTS. The Company owns or otherwise holds sufficient rights to all Intellectual Property necessary to carry on its business and all such rights shall survive the execution, consummation and performance of this Agreement unchanged in any respect.
ADEQUACY OF RIGHTS. The rights and licenses to the Licensed Product Patents and Licensed Product Know How that are necessary for the commercialization of the Licensed Product in the Field in the Territory pursuant to the terms of this Agreement have been licensed to FALK pursuant to Sections 8.1 and 9.2 hereunder and the Licensed Patxxxx and the Licensed Product Know-How include all intellectual property, know how and confidential information in the possession of ALTUS which is necessary for the commercialization of the Licensed Product by FALK under this Agreement. ALTUS has not previously granted, and wilx xxt grant during the term of this Agreement, any right, license or interest that is in conflict with the rights and licenses granted to FALK under this Agreement. There is no action or proceeding nor, so xxx as ALTUS is aware (due inquiry having been made), any threat of an action or proceeding that would materially and adversely affect the rights granted to FALK herein in respect of the Licensed Product.
ADEQUACY OF RIGHTS. All agreements, contracts, commitments, leases, certificates, permits and other instruments related to the Assets to which Seller is a party are valid and enforceable in accordance with their terms, are in good standing, and the parties thereto are in compliance with the provisions thereof. No party is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred, which with or without the giving of notice or lapse of time, or both, would constitute a default thereunder.
ADEQUACY OF RIGHTS. 3.1. Each officer, contractor or consultant that has developed or designed for a Group Company any Intellectual Property which is or could be material to its business (as carried on the date of this Agreement), other than in the capacity of an employee acting in the course of his/ her employment, has disclosed and assigned such Intellectual Property he/she/it has developed as part of that work to a Group Company.
3.2. The Group owns or has the right to use all Intellectual Property required to conduct its business in the manner currently conducted.
ADEQUACY OF RIGHTS. 3.1 The Intellectual Property Rights owned by the Company or used by the Company pursuant to a Licence comprises all the Intellectual Property Rights necessary to carry on the business of the Company as at Completion.
3.2 The Disclosure Letter contains details of all the material Licences granted to the Company for use of any of the Business Intellectual Property.
ADEQUACY OF RIGHTS. 4.1 There is no Intellectual Property or Licence, the loss or termination or expiration of which would have a material adverse effect on the operation of the business of the Company, and so far as the Seller is aware, no such loss, termination or expiration is likely to occur during the period of 12 months starting on the date of this Agreement.
4.2 The sale of the Shares to the Buyer and the performance by the parties of their obligations under this Agreement will not entitle any party to any Licence or other agreement under which the Company enjoys rights or by which it is bound to be released from any of that party’s obligations, to change the terms on which Business Intellectual Property is used or held by the Company or to terminate or vary that party’s rights under the relevant Licence or other agreement, and will not create or accelerate any obligation of the Company or cause or require the Company to lose or dispose of any Business Intellectual Property or any interest in any Business Intellectual Property.
4.3 The Business Intellectual Property owned by the Company comprises all the Intellectual Property necessary to carry on the business as conducted by it as at the date of this Agreement (assuming, for the avoidance of doubt, the completion of the Hive Across Agreement).
ADEQUACY OF RIGHTS. The Transferring Intellectual Property comprises all the Intellectual Property Rights necessary to carry on the Business as conducted at Completion and the Disclosure Letter contains details of all material Transferring Intellectual Property Rights.
ADEQUACY OF RIGHTS. No Business Intellectual Property is subject to any Encumbrance or limitation or restriction (whether as to term, territory, the scope of rights granted or otherwise, including moral rights) or any right of termination or reassignment, which is inconsistent with the operation of any Group Company’s business.
ADEQUACY OF RIGHTS. Sellers own or otherwise hold sufficient rights to all Intellectual Property necessary to carry on the Business and all such rights shall survive the execution, consummation and performance of this Agreement unchanged in any material respect.
ADEQUACY OF RIGHTS. All agreements, contracts, commitments, leases, certificates, permits and other instruments related to the water System are valid and enforceable in accordance with their terms, are in good standing, and the parties thereto are in compliance with the provisions thereof. No party is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred, which with or without the giving of notice or lapse of time, or both, would constitute a default thereunder.
