Company Properties. Except with respect to Test Results, you agree that Company and its suppliers own all rights, title and interest in Company Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or Company Properties.
Company Properties. Section 5.14
Company Properties. As between you and us, the Service and the software that operates the Service (“Software”) and all content therein (excluding Customer Content, defined below) (collectively, the “Company Properties”), any all and all modifications, enhancements, upgrades and updates thereto, and all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights therein (registered or unregistered), are the exclusive property of us and our suppliers. All rights in and to Company Properties not expressly granted to you in these Terms are reserved by us and our suppliers. You will not copy, transmit, transfer, modify or create derivative works of the Company Properties, and will not reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the Company Properties.
Company Properties. 4.1.1 The Company Properties are the only material freehold, leasehold or other immovable property in any part of the world owned, used or occupied by the Target Group Companies for the purpose of research and development, production or manufacturing facilities.
4.1.2 Each of the Company Properties is used and occupied for the purpose of the business of a Target Group Company.
4.1.3 A member of the Seller’s Group is solely legally and beneficially entitled to such Company Property.
Company Properties. (a) Schedule 2.17 accurately identifies: (i) all real property owned, beneficially or otherwise, or controlled by the Company, whether owned outright, as a joint venture, owned or controlled in a fiduciary capacity, or controlled through the participation in the management thereof, including properties now held by the Company as a result of foreclosure or repossession or carried on the books of the Company as "other real estate owned" ("ORE") or leased by the Company (all of which shall be defined as "Real Estate") and such Schedule 2.17 sets forth a complete legal description of the Real Estate and a brief description of any buildings located thereon. No complaints have been received by the Company, and to the best of the Company's knowledge none are threatened, that the Company is in violation of applicable building, zoning, environmental, safety, or similar laws, ordinances, or regulations in respect of their buildings or equipment, or the operation thereof, and to the best of the Company's knowledge, the Company is not in violation of any such law, ordinance, or regulation, (except as disclosed on Schedule 2.17) the violation of which would result in an Adverse Change in the Company.
(b) Except as set forth on Schedule 2.17, the Company has to the best of its knowledge good and marketable title to all of its real and personal property, free, clear and discharged of, and from, any and all liens, mortgages, charges, encumbrances and/or security interests of any kind.
(c) The Company, as lessee, has the right under valid and subsisting leases to occupy, use, possess and control all property leased by the Company and in the case of lease space used for any branch office to permit use of such space by the Acquiror as a successor in interest.
Company Properties. Except with respect to Your Content and User Content, you agree that Company and its suppliers own all rights, title and interest in Company Properties (including but not limited to, any games, titles, computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, in-game chat transcripts, character profile information, recordings of games played using a Company game client, and Company game clients and server software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or Company Properties.
Company Properties. To the extent of any noncompliance, the Company shall cause each Company Property to comply with the representations and warranties contained in Section 3.1(p) on or before the Closing or shall cause written waivers of compliance, upon which the Parent may rely with respect to any noncompliance, to be issued by appropriate parties in interest.
Company Properties. The Company does not own any real property. The Company has good and defensible title to, or in the case of leased properties and assets, valid leasehold interests in, all of its properties and assets necessary for the conduct of its business as currently conducted, free and clear of all Liens, except Liens for taxes not yet due and payable and such Liens or other imperfections of title, if any, as do not materially detract from the value of or materially interfere with the present use of the property affected thereby; and all leases pursuant to which the Company leases from others material real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, under any such leases, any existing material default or event of default of the Company or to the Company's Knowledge, any other party (or any event which with notice or lapse of time, or both, would constitute a material default and in respect of which the Company has not taken steps to prevent such default from occurring). All the plants, structures, facilities, properties, leased premises and equipment of the Company except such as may be under construction as set forth in Section 2.15 of the Company Disclosure Letter, are in good operating condition and repair, in all material respects.
Company Properties. (i) Except for immaterial discrepancies, errors or omissions, Section 5.1(p)(i) of the Company Disclosure Letter sets forth a list (described by street address) of each real property owned in fee simple by the Company or any Subsidiary of the Company, or in which the Company or any Subsidiary of the Company has a leasehold interest pursuant to a ground lease or sublease, as of February 14, 2020 (the “Property Date”) (each such real property being individually referred to herein as a “Company Property” and collectively referred to herein as the “Company Properties”). Between the Property Date and the date hereof, the Company has not (x) acquired any real property (whether in fee simple or pursuant to a leasehold interest), whether by merger, consolidation, purchase of property or assets or otherwise or (y) licensed, sold, assigned, mortgaged, pledged, placed a Lien (other than Permitted Liens) upon or otherwise disposed of any real property which would have been a Company Property if the Company owned such property in fee simple or had a leasehold interest in such real property as of the Property Date.
(ii) Section 5.1(p)(ii) of the Company Disclosure Letter sets forth a list of each option agreement, purchase and sale agreement and/or other written agreement, other than Contracts related to any REO Properties which are in effect as of the date of this Agreement and pursuant to which the Company or any Subsidiary of the Company has the right, option or obligation to purchase or otherwise acquire any real property at any time after the date of this Agreement (each, a “Real Estate Purchase Contract”). Other than as set forth in any Real Estate Purchase Contract or any Contracts related to any REO Properties, neither the Company nor any Subsidiary of the Company has any obligation to purchase a fee or leasehold interest in any real property. “REO Property” means any Company Property that has been acquired by the Company or any of its Subsidiaries pursuant to or in connection with the foreclosure of any mortgage, deed of trust, deed to secure debt or any other security instrument (including a pledge of equity interests in the applicable owner), or a deed-in-lieu of foreclosure thereof, or pursuant to a transfer or conveyance under applicable bankruptcy laws, or otherwise in connection with the exercise of remedies by the Company or any of its Subsidiaries under any mortgage or other security documents encumbering such Company Property or any equity interests th...
Company Properties. 3.01(q) Company SEC Documents.......................................................................................3.01(e) Company Shareholder Approval................................................................................3.01(i) Company Shareholder Meeting.................................................................................5.01(b) Company Stock Options.......................................................................................3.01(c) Company Stock Plans.........................................................................................2.03(a) Company Takeover Proposal......................................................................................4.02
