Business Intellectual Property. (a) Except as set forth in Schedule 2.1(c), each item of the Business Intellectual Property set forth on Schedule 2.1(c) is either: (i) owned solely by Sellers free and clear of any Liens, license or other restriction; or (ii) rightfully used and authorized for use by Sellers and their successors pursuant to a valid license, sublicense, agreement or permission. Sellers have all rights in the Business Intellectual Property necessary to conduct the Business as currently conducted.
Business Intellectual Property. (a) Subject to Sections 4.20(d)(iv) through 4.20(d)(viii), each of the Company and its Subsidiaries owns or has a valid license or right to use all Business Intellectual Property, free and clear of any liens and security interests (except Permitted Liens).
Business Intellectual Property. Section 3.8(a) of the Seller Disclosure Schedule contains a complete and accurate list of the material Business Intellectual Property that is used to conduct the Business by Seller.
Business Intellectual Property. All Intellectual Property owned or held for use by Seller in its operation of the Business, including, without limitation, the name “Elkhart Plastics” and “EPI” and any variations or derivations thereof (collectively, the “Business Intellectual Property”), together with the books and records related thereto, goodwill and right to sue third-parties for past infringement or improper, unlawful or unfair use or disclosure of the Business Intellectual Property;
Business Intellectual Property. The Intellectual Property owned or held for use by Seller Parties in its operation of the Business as specifically set forth on Schedule 2.1.1(c) (collectively, the “Business Intellectual Property”), together with the goodwill and right to xxx third-parties for past infringement or improper, unlawful or unfair use or disclosure of the Business Intellectual Property;
Business Intellectual Property. At Completion, the entire beneficial ownership of the Seller and its Affiliates in the Business Intellectual Property shall transfer from the Seller to the Purchaser (or such of the Purchaser’s Affiliates as it shall designate), subject only to such filings and recordings as shall be necessary for the Purchaser (or such of the Purchaser’s Affiliates as it shall designate) to become the legal, recorded or registered holder of such Business Intellectual Property. The Seller and the Purchaser have executed and delivered the Trade Xxxx and Domain Name Assignment to effect such *** Confidential Treatment Requested ***
Business Intellectual Property. (a) Seller solely owns or has the right to use all Business Intellectual Property. Each item of Business Intellectual Property owned, licensed or used by Seller immediately prior to the Closing will be owned, licensed or available for use by Buyer on substantially similar terms and conditions immediately following the Closing. Seller has, to its Knowledge, taken all necessary and prudent action to maintain and protect each item of Business Intellectual Property that it owns, licenses or uses. Each item of Business Intellectual Property owned, licensed or used by Seller is valid and Enforceable and otherwise fully complies with all Applicable Requirements to the Enforceability thereof.
Business Intellectual Property. If Seller owns or shall at any time hereafter acquire any rights in any Business Intellectual Property, Seller shall, and hereby does, transfer all of its rights, title and interest in such Business Intellectual Property to the Purchaser for no additional consideration. Seller shall execute and deliver such additional documents and instruments and take such other actions as the Purchaser shall reasonably request to give effect to the provisions of this Section.
Business Intellectual Property. To the Knowledge of Seller: (i) Seller has the right to grant the IP License to Buyer with respect to Business Intellectual Property free and clear of any encumbrances or other restrictions; (ii) none of the Business Intellectual Property is the subject of (A) any pending adverse judgment, injunction, order, decree or agreement restricting Seller’s current use of such Business Intellectual Property in connection with the Acquired Centers or (B) any threatened litigation or claim of infringement made in writing or any pending litigation to which Seller is a party and (iii) Seller has not sent any Person any claim, demand or notice asserting infringement of any Business Intellectual Property.
Business Intellectual Property. (a) All registered Intellectual Property owned or used by the Company and is complete and accurate ("Owned IP"). The Owned IP is valid and subsisting and is not subject, or likely to be subject to, amendment, challenge, removal or surrender.
