Common use of Company Intellectual Property Clause in Contracts

Company Intellectual Property. (a) Except as has not had and would not reasonably be expected to have (individually or in the aggregate) a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries owns, or has a right or license to use, the Company Intellectual Property necessary for the operation of their respective businesses as currently conducted, (ii) neither the Company nor any of its Subsidiaries has received any written claim from any third party contesting the validity, enforceability, use or ownership of any of the Company Intellectual Property that is currently unresolved and outstanding or, to the Knowledge of the Company, has any such claim been threatened, (iii) neither the Company nor any of its Subsidiaries has received any written notices of infringement or misappropriation by any third party with respect to the Company Intellectual Property, and (iv) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has infringed or misappropriated any intellectual property rights of any third parties. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the Transactions will not affect the right, title and interest of the Company and its Subsidiaries in and to the Company Intellectual Property and (ii) the Company or one of its Subsidiaries, as the case may be, has taken reasonable steps to maintain and protect the value of the Company Intellectual Property owned by the Company or such Subsidiary.

Company Intellectual Property. (a) Except as has not had and would is not reasonably be expected likely to have (result, individually or in the aggregate) , in a Company Material Adverse EffectEffect on the Company, (i) the Company or one of its the Company Subsidiaries ownsown and possess all right, or has a right or license title and interest in and to use, the Company Intellectual Property necessary for the operation Property, which is valid and enforceable, free and clear of their respective businesses as currently conductedany liens, objections, encumbrances or claims by any person, including current and former employees or contractors other than Permitted Liens, (ii) neither the Company nor any of its or the Company Subsidiaries has received valid and enforceable rights to use and is in compliance in all material respects with contractual obligations relating to the Intellectual Property licensed from third parties and will not, as a result of this Agreement, be in violation of any written such license; (iii) no claim from by any third party contesting the validity, enforceability, use or ownership of any of the Company Intellectual Property that has been made, is currently unresolved and outstanding orpending, to the Knowledge of the Company, has any such claim been threatenedor is threatened in writing, (iiiiv) neither the Company nor any of its the Company Subsidiaries has received any written notices of infringement or misappropriation is aware of any facts which indicate a likelihood of any infringement, misappropriation, or violation by any third party with respect to the Company Intellectual Property, and (ivv) to the Knowledge of the Company, neither the Company nor any of its the Company Subsidiaries nor the conduct of their respective businesses has infringed infringed, misappropriated or misappropriated otherwise violated any intellectual property rights or other rights of any third partiesparties and neither the Company nor any of the Company Subsidiaries is aware of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the Company’s and the Company Subsidiaries’ respective businesses as currently conducted. (b) Except as would not reasonably be expected to have a The Company Material Adverse Effect, (i) the Transactions will not affect the right, title and interest or each of the Company and its Subsidiaries in and to the Company Intellectual Property and (ii) the Company or one of its Subsidiaries, as the case may be, has taken reasonable steps all necessary action to maintain and protect the value of Company Intellectual Property and, until the Effective Time, will continue to maintain and protect the Company Intellectual Property owned by the Company or such SubsidiaryProperty.

Company Intellectual Property. (a) Schedule 3.16(a) of the Disclosure Schedule lists the issued patents, pending patent applications, registered copyrights, registered trademarks and service marks, pending trademark or service xxxx applications, trade names, and Internet domain names that are owned by the Company and which are material to the Business (collectively, the "Company Intellectual Property"). The Company Intellectual Property does not include the Parent Group Intellectual Property. Except as has not had set forth on Schedule 3.16(a) of the Disclosure Schedule and except as would not reasonably be expected to have (individually or in the aggregate) a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries owns, or has a right possesses adequate and enforceable licenses or license other rights to use, the Company Intellectual Property necessary for the operation of their respective businesses as currently conducted, (ii) neither the Company nor any of its Subsidiaries has received any written claim from any third party contesting the validity, enforceability, use or ownership of any of the Company Intellectual Property that is currently unresolved and outstanding or, to the Knowledge of the Company, has any such claim been threatened, (iii) neither the Company nor any of its Subsidiaries has received any written notices of infringement or misappropriation by any third party with respect to the all Company Intellectual Property, and (iv) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has infringed or misappropriated any intellectual property rights of any third parties. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, neither Seller, any of its Affiliates or the Company has (i) received written notice of a Claim that is still pending to the Transactions will not affect the right, title and interest of effect that the Company or the Business has infringed or is infringing any intellectual property or other intellectual property right of any third party, nor is there any action, suit or proceeding pending or, to Seller's knowledge, threatened against the Company or the Business (or against Seller or any of its Affiliates and its Subsidiaries in and related to the Company Intellectual Property and or the Business) claiming that Seller, its Affiliates, the Company or the Business has infringed or misappropriated, or is infringing or misappropriating, any intellectual property of any third party, or (ii) the Company given another Person any written notice of, nor does Seller have any knowledge of, any present, impending or one threatened infringement of its Subsidiaries, as the case may be, has taken reasonable steps to maintain and protect the value of the any Company Intellectual Property owned by the Company or such SubsidiaryProperty.