HOW NECESSARY FOR THE BUSINESS. The Intellectual Property Assets are all those necessary for the operation of the business of the Company as it is currently conducted. The Company owns all right, title and interest in and to each of the Intellectual Property Assets, free and clear of all Encumbrances, or have the right to use all of the Intellectual Property Assets.
HOW NECESSARY FOR THE BUSINESS. (i) The Intellectual Property Assets are all those necessary for the operation of the Company's businesses as they are currently conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
(ii) Except as set forth in Part 3.22(c) of the Disclosure Letter, all former and current employees of the Company have executed written Contracts with the Company that assign to the Company all rights to any inventions, improvements, discoveries, or information relating to the business of the Company. No employee of the Company has entered into any Contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than the Company.
HOW NECESSARY FOR THE BUSINESS. (i) The Intellectual Property Assets are all those necessary for the operation of the Company' businesses as they are currently conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
(ii) Except as set forth in the Disclosure Letter, all former and current employees of the Company have executed written Contracts with the Company that assign to the Company all rights to any inventions, improvements, discoveries, or information relating to the business of the Company. No employee of the Company has entered into any Contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than the Company.
HOW NECESSARY FOR THE BUSINESS. (i) To the Knowledge of Seller, any Seller's Company and HEICO, the Intellectual Property Assets are all those necessary for the operation of the Seller's Companies' businesses as they are currently conducted. To the Knowledge of Seller, any Seller's Company and HEICO, one or more of the Seller's Companies is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
(ii) To the Knowledge of Seller, any Seller's Company and HEICO, no employee of any Seller's Company has entered into any Contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than one or more of the Seller's Companies.
HOW NECESSARY FOR THE BUSINESS. (i) The Intellectual Property Assets are all those necessary for the operation of DigiCourse's businesses as they are currently conducted other than Intellectual Property Assets that are Shared Software and Rights or that are used as a shared service described on Exhibit 2.7 with Stockholder or Stockholder Affiliates. DigiCourse is the owner or licensee of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets, unless listed in Part 3.21(c)(i) of the Disclosure Letter.
(ii) No past or present employee or consultant of DigiCourse has any ownership interest or any other rights in and to any Intellectual Property Asset. No Contract exists between DigiCourse and any third party which would impede or prevent the continued use of such right, title and interest of DigiCourse in and to the Intellectual Property Assets as DigiCourse had prior to the Economic Closing Date and used in the conduct of its business, subject to the rights of licensors and licensees pursuant to existing Contracts listed on Part 3.21(b) to the Disclosure Letter.
HOW NECESSARY FOR THE BUSINESS. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses as they are currently conducted. Except as set forth in Part 3.17(c) of the Disclosure Letter, one or more of the Acquired Companies is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all Encumbrances and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
(ii) The Contemplated Transactions will not alter or impair any of the rights presently enjoyed by any Acquired Company with respect to the Intellectual Property Assets.
(iii) Except as set forth in Part 3.17(c) of the Disclosure Letter, all former and current employees of each Acquired Company have executed written Contracts with one or more of the Acquired Companies that assign to one or more of the Acquired Companies all rights to any inventions, improvements, developments or other information relating to the business of any Acquired Company. No employee of any Acquired Company has entered into any Contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than one or more of the Acquired Companies.
HOW NECESSARY FOR THE BUSINESS. (a) All of the Company's know-how and expertise necessary for the operation of the Company's businesses as they are currently conducted shall be provided to Purchaser at Closing. Subject to the terms and conditions of any agreements executed by the Company with respect to any entertainment projects with which it is involved shall be shared among the Company and other parties, the Company is the owner of all right, title, and interest in and to each of the entertainment, branding and marketing assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims.
HOW NECESSARY FOR THE BUSINESS. (i) The Proprietary Assets are all those necessary for the operation of ARS' businesses as they are currently conducted. ARS is the owner of all right, title, and interest in and to each of the Proprietary Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Proprietary Assets.
(ii) Except as set forth in Part 2.10(c)(ii) of the ARS Disclosure Schedule, all former and current employees of ARS have executed written contracts with ARS that assign to ARS all rights to any Proprietary Rights, inventions, improvements, discoveries, or information relating to the business of ARS. No employee of ARS has entered into any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than ARS.
HOW NECESSARY FOR THE BUSINESS. The Intellectual Property Assets are all those necessary for the development and operation of GOLV's businesses and GOLV Products. GOLV is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Assets without payment to any third party.
HOW NECESSARY FOR THE BUSINESS. (i) The Intellectual Property Assets are all those necessary for the operation of the Company's and its Subsidiaries' businesses as they are currently conducted. Except as set forth in Part 3.22 (c) of the Disclosure Letter, one or more of the Company and its Subsidiaries is, or by the Closing will be, the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has, or by Closing will have, the right to use without payment to a third party all of the Intellectual Property Assets.
(ii) Except as set forth in Part 3.22(c) of the Disclosure Letter, since August 1, 1996, all employees of the Company and each of its Subsidiaries have executed written Contracts with one or more of the Company and its Subsidiaries that assign to one or more of the Company and its Subsidiaries all rights to any inventions, improvements, discoveries, or information relating to the business of the Company or any of its Subsidiaries. No employee of the Company or any of its Subsidiaries has entered into any Contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than one or more of the Company and its Subsidiaries.
