Common use of Conflicting Rights of Third Parties Clause in Contracts

Conflicting Rights of Third Parties. Sellers have the sole and exclusive right (except with respect to certain licensed Proprietary Rights) to use the Proprietary Rights without infringing or violating the rights of any third parties. No consent of third parties will be required for the transfer thereof to Purchaser or the use thereof by Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and Sellers know of no valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.

Appears in 3 contracts

Samples: Asset Purchase Agreement (View Tech Inc), Asset Purchase Agreement (Pentastar Communications Inc), Asset Purchase Agreement (View Tech Inc)

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Conflicting Rights of Third Parties. Sellers have Seller has the sole and exclusive right (except with respect to certain licensed Proprietary Rights) to use the Proprietary Rights without infringing or violating the rights of any third parties. No consent of third parties will be required for the transfer thereof to Purchaser or the use thereof by Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and Sellers know Seller knows of no valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceledcancelled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Boundless Motor Sports Racing Inc), Asset Purchase Agreement (Medical Alliance Inc)

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Conflicting Rights of Third Parties. Sellers have To the best knowledge of Seller and Shareholder, Seller has the sole and exclusive right (except with respect to certain licensed Proprietary Rights) to use the Proprietary Rights without infringing or violating the rights of any third parties. No consent of third parties will be required for the transfer thereof to Purchaser or the use thereof by Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and Sellers know Seller knows of no valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceledcancelled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Omni Energy Services Corp)

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