Enforceability; No Challenges. No item of Target Registered Intellectual Property, to the Knowledge of Target and any of its Subsidiaries, is invalid or unenforceable. Neither Target nor any of its Subsidiaries has, to its Knowledge, misrepresented, or failed to disclose, any facts or information in any application for any Target Registered Intellectual Property in any material respect and in a manner that would constitute fraud with respect to such application or result in unenforceability of the Target Registered Intellectual Property. With respect to each item of Target Registered Intellectual Property, neither Target nor any of its Subsidiaries has received written notice of any inventorship challenge, opposition, cancellation, re-examination, interference, invalidity, unenforceability or other action or proceeding before any Registered Office relating to Target Registered Intellectual Property Rights.
Enforceability; No Challenges. Each item of Target Registered Intellectual Property is subsisting and in good standing, and to Target’s Knowledge, valid and enforceable. To Target’s Knowledge, there are no facts, information, or circumstances, including any facts or information that would constitute prior art, that would render any of the Target Registered Intellectual Property invalid or unenforceable, or would preclude the issuance of or otherwise affect any pending application for any Target Registered Intellectual Property. Target has not misrepresented, or failed to disclose, any facts or information in any application for any Target Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any Target Registered Intellectual Property. With respect to each item of Target Registered Intellectual Property and each item of Target Licensed Intellectual Property that has been registered with a Registration Office and is exclusively licensed to Target, Target has not received notice of any inventorship challenge, opposition, cancellation, re-examination, interference, invalidity, unenforceability or other action or Legal Proceeding before any Registered Office relating to such Intellectual Property, nor to Target’s Knowledge, does there exist any fact that could lead to the commencement of any such action or proceeding.
Enforceability; No Challenges. Each item of Company Registered Intellectual Property is subsisting and in good standing, and, to the knowledge of the Company, valid and enforceable. The Company has not misrepresented, or failed to disclose, any facts or information known to the Company in any application for any Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property. With respect to each item of Company Registered Intellectual Property and each item of Company Licensed Intellectual Property that has been registered with a Registration Office and is exclusively licensed to the Company, the Company has not received notice of any inventorship challenge, opposition, cancellation, re-examination, interference, invalidity, unenforceability or other action or proceeding before any Registered Office relating to such Intellectual Property Rights, nor does there exist, to the knowledge of the Company, any fact that could lead to the commencement of any such action or proceeding. Table of Contents
Enforceability; No Challenges. Each item of Company Owned Intellectual Property and each item of Company Licensed Intellectual Property that is exclusively licensed to the Company is subsisting, valid, enforceable, and in good standing. To the Company’s Knowledge there are no facts, information, or circumstances (including any facts or information that would constitute prior art) that would render any of the Company Owned Intellectual Property or any item of Company Licensed Intellectual Property that is exclusively licensed to the Company invalid or unenforceable, or would preclude the issuance of or otherwise affect any pending application for any Company Owned Intellectual Property or for any item of Company Licensed Intellectual Property that is exclusively licensed to the Company. Neither the Company, nor to the Knowledge of the Company any of its counsel or agents has misrepresented, or failed to disclose, any facts or information in any application for any Company Registered Intellectual Property, or for any other Intellectual Property in which the Company had any rights during the five (5) years prior to the date of this Agreement, that would constitute or would have constituted fraud or a misrepresentation, or inequitable conduct with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property. With respect to each item of Company Owned Intellectual Property and each item of Company Licensed Intellectual Property that is Registered Intellectual Property and is exclusively licensed to Company, the Company has not received notice of any inter partes review, derivative proceedings, inventorship challenge, opposition, cancellation, re-examination (including supplemental re-examination), post grant review, interference, invalidity, unenforceability or other action or proceeding before any Registration Office relating to such Intellectual Property.
Enforceability; No Challenges. Each item of Target Registered Intellectual Property is subsisting and in good standing, valid and enforceable. There are no facts, information, or circumstances, including any facts or information that would constitute prior art, that would render any of the Target Registered Intellectual Property invalid or unenforceable, or would preclude the issuance of or otherwise affect any pending application for any Target Registered Intellectual Property. Neither Target nor any of its Subsidiaries has misrepresented, or failed to disclose, any facts or information in any application for any Target Registered Intellectual Property that would constitute fraud or intentional misrepresentation with respect to such application or that would otherwise impair the enforceability of any Target Registered Intellectual Property. With respect to each item of Target Registered Intellectual Property and each item of Target Licensed Intellectual Property that has been registered with a Registration Office and is exclusively licensed to Target or any of Target’s Subsidiaries, neither Target nor any of its Subsidiaries has received notice of any inventorship challenge, opposition, cancellation, re-examination, interference, invalidity, unenforceability or other action or proceeding before any Registration Office relating to such Intellectual Property Rights, nor does there exist any fact that could lead to the commencement of any such action or proceeding.
Enforceability; No Challenges. Except as set forth on Section 3.13.1.2 of the Disclosure Schedules, to the Knowledge of Seller, (a) each registration of Seller Registered Intellectual Property is subsisting; (b) each item of Seller Registered Intellectual Property that has been issued, registered or granted has been determined by the relevant Registration Office to be valid and subsisting, and (c) all applications for Seller Registered Intellectual Property, if allowed or granted, has been determined by the relevant Registration Office to be valid. Without limiting the foregoing, to the Knowledge of Seller, Seller has not taken any actions that would result in a Patent included in Seller Registered Intellectual Property being invalid (including any disclosure, publication or sale of the invention prior to an applicable ‘grace period’ under all relevant legislation and regulations governing the Patents) or unenforceable. To the Knowledge of Seller, with respect to each item of Seller Registered Intellectual Property, (i) all inventors of such Registered Intellectual Property are listed as inventors on applications filed for such Registered Intellectual Property and (ii) all. All inventors listed on such Registered Intellectual Property have executed and delivered to Seller a written agreement regarding the protection of proprietary information and the irrevocable present assignment to Seller of all right, title, and interest in such Registered Intellectual Property to Seller. In the past three years, Xxxxxx has not received written notice of any challenge to the validity, enforceability or ownership of any Seller Registered Intellectual Property.
Enforceability; No Challenges. Each item of Company Registered Intellectual Property is valid and enforceable. None of the Acquired Companies has misrepresented, or failed to disclose, any facts or information in any application for any Company Registered Intellectual Property that would constitute fraud, misrepresentation or other inequitable conduct, and to the Company’s Knowledge, there are no such facts or information or that would otherwise adversely affect the validity or enforceability of any Company Registered Intellectual Property. With respect to each item of Company Registered Intellectual Property and each item of Company Licensed Intellectual Property that has been registered with a Registration Office and is exclusively licensed to an Acquired Company, no Acquired Company has received written notice of any inventorship challenge, opposition, cancellation, re-examination, interference, invalidity, unenforceability or other action or proceeding before any Registration Office relating to such Intellectual Property during the Applicable Lookback Period.
Enforceability; No Challenges. Each item of Apollo-Registered Intellectual Property is subsisting and in good standing. With respect to each item of Apollo-Registered Intellectual Property that has been registered, granted or issued, such Apollo-Registered Intellectual Property is enforceable and valid. To Xxxxxx’s Knowledge, none of the Apollo Entities, nor any of their Affiliates nor any of their counsel or agents has misrepresented, or failed to disclose, any facts or information in any application for any Apollo-Registered Intellectual Property that would constitute fraud or a misrepresentation or inequitable conduct with respect to such application. With respect to each item of Apollo-Registered Intellectual Property, none of the Apollo Entities has received notice of any inter partes review, derivative proceedings, inventorship challenge, opposition, cancellation, re-examination, interference, invalidity, unenforceability, refusal or other Action or Legal Proceeding relating to such Registered Intellectual Property.
Enforceability; No Challenges. Each item of Registered Intellectual Property is subsisting and in good standing, and to the Knowledge of the Company valid and
Enforceability; No Challenges. Each item of Target Registered Intellectual Property is subsisting and in good standing, and to the Knowledge of Target valid and enforceable. Neither Target, any Target Subsidiary nor any Target Related Business has misrepresented, or failed to disclose, any facts or information in any application for any Target Registered Intellectual Property that would constitute fraud, misrepresentation or other inequitable conduct and to Target’s Knowledge there are no such facts or information or that would otherwise adversely affect the validity or enforceability of any Target Registered Intellectual Property. With respect to each item of Target Registered Intellectual Property and each item of Target Licensed Intellectual Property that has been registered with a Registration Office and is exclusively licensed to Target, any Target Subsidiary or any Target Related Business, neither Target, any Target Subsidiary nor any Target Related Business has received written notice of any inventorship challenge, opposition, cancellation, re-examination, interference, invalidity, unenforceability or other action or proceeding before any Registered Office relating to such Intellectual Property since January 1, 2011.
