INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS. To the knowledge of SXAN, TXFF has full legal right, title and interest in and to all of the intellectual property utilized in the operation of its business. TXFF has not received any written notice that the rights of any other person are violated by the use by TXFF of the intellectual property. None of the intellectual property has ever been declared invalid or unenforceable, or is the subject of any pending or, to the knowledge of any of the SXAN Shareholders, threatened action for opposition, cancellation, declaration, infringement, or invalidity, unenforceability or misappropriation or like claim, action or proceeding.
INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS. The Company has full legal right, title and interest in and to all of the intellectual property utilized in the operation of its business. No rights of any other person are violated by the use by the Company of the intellectual property. None of the intellectual property has ever been declared invalid or unenforceable, or is the subject of any pending or, to the knowledge of the Company, threatened action for opposition, cancellation, declaration, infringement, or invalidity, unenforceability or misappropriation or like claim, action or proceeding.
INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS. Except as set forth on Schedule 3.07 to the Media Billing Disclosure Schedule, to the knowledge of Penthouse, each of the iBill Companies has full legal right, title and interest in and to all of the Intellectual Property utilized in the operation of its business. No rights of any other person are violated by the use by the iBill Companies of any Intellectual Property. None of the Intellectual Property utilized in the operation of the business of the iBill Companies has ever been declared invalid or unenforceable, or is the subject of any pending or, to the knowledge of Penthouse, threatened action for opposition, cancellation, declaration, infringement, or invalidity, unenforceability or misappropriation or like claim, action or proceeding.
INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS. The Seller owns or possesses valid and binding licenses or other rights to use, whether or not registered, all Intellectual Property and Intangible Assets. Schedule 4.1(p) sets forth a complete and accurate list of all such Intellectual Property and Intangible Assets (identifying those owned and those licensed), including all United States, state and foreign registrations or applications for registration thereof and all agreements (including, without limitation, agreements pursuant to which the Seller has granted licenses to third parties to use any Intellectual Property or Intangible Asset) relating thereto. All actions necessary to maintain the registered Intellectual Property and Intangible Assets have been taken by the Seller. The Seller is not required to pay any royalty, license fee or similar compensation with respect to the Intellectual Property or Intangible Assets in connection with the current or prior conduct of its business. The use by the Seller of any of the Intellectual Property or Intangible Assets does not violate the proprietary rights of any other Person and no claims have been asserted by any Person with respect to the use of the Intellectual Property or Intangible Assets by the Seller. To the best of the Seller's knowledge, no Person is infringing upon the Intellectual Property or Intangible Assets. The Seller has taken reasonable security measures to protect the secrecy, confidentiality and value of the Intellectual Property. No Person, other than the Seller, owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part, in any Intellectual Property or Intangible Asset. Except as set forth in Schedule 4.1(p), the Seller is not a party to any confidentiality, secrecy or similar agreements with third parties.
INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS. (a) Schedule 3.11(a) sets forth a true and complete list of applications and registrations of Intellectual Property, and material common law trademarks, owned by Seller and used in the Business (such Intellectual Property together with any other Intellectual Property owned by Seller and used in the Business, the “Owned Intellectual Property”). Seller owns or has the right to use the Intellectual Property used in the Business, and that is necessary for the operation of the Business as presently conducted. Each item of Intellectual Property owned or used by Seller in the Business immediately prior to the Closing hereunder will be owned or available for use by Purchaser on substantially the same terms and conditions immediately subsequent to the Closing. To the Knowledge of Seller, the Owned Intellectual Property has not interfered with, infringed upon, or misappropriated any intellectual property rights of any Person, and Seller has never received any charge, complaint, Action, demand, or notice alleging any such interference, infringement, misappropriation, or violation, including any Action that Seller must license or refrain from using any intellectual property rights of any Person. To the Knowledge of Seller, no Person has interfered with, infringed upon, or misappropriated any of the Owned Intellectual Property. The Knowledge of Seller, Seller has taken all commercially reasonable action to maintain and protect its rights to each item of Intellectual Property that it owns or uses. Except as set forth on Schedule 3.11(a), Seller (a) has not licensed or granted to any Person rights of any nature to use any of the Intellectual Property, (b) does not pay, and is not obligated to pay, royalties to any Person for use of any intellectual property rights and (c) is not otherwise a party to, or bound by, any oral or written Contract with regard to any Intellectual Property (such Contracts regarding Intellectual Property, the “Listed Intellectual Property Agreements”). A true and complete copy of each of the written Listed Intellectual Property Agreements has been delivered to Purchaser or its counsel. To the Knowledge of Seller, Seller has in all material respects performed all obligations required to be performed by it to date under all of the Listed Intellectual Property Agreements, is not in default in any material respect under any of the Listed Intellectual Property Agreements and has received no notice of any dispute, default or alleged default thereunder ...
INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS. AIC has full legal right, title and interest in and to all of the intellectual property utilized in the operation of its business. No rights of any other person are violated by the use by AIC of any intellectual property. None of the intellectual property utilized in the operation of the business of AIC has ever been declared invalid or unenforceable, or is the subject of any pending or, to the knowledge of AIC, threatened action for opposition, cancellation, declaration, infringement, or invalidity, unenforceability or misappropriation or like claim, action or proceeding.
INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS. To the knowledge of Chantal, Chantal has full legal right, title and interest in and to all of the intellectual property utilized in the operation of its business. No rights of any other person are violated by the use by Chantal of the intellectual property. None of the intellectual property has ever been declared invalid or unenforceable, or is the subject of any pending or, to the knowledge of Chantal, threatened action for opposition, cancellation, declaration, infringement, or invalidity, unenforceability or misappropriation or like claim, action or proceeding.
INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS. CSI has full legal right, title and interest in and to all of the material intellectual property utilized in the operation of its business. CSI has not received any written notice that the rights of any other person are violated by the use by CSI of the material intellectual property. None of the material intellectual property has ever been declared by a court of competent jurisdiction invalid or unenforceable, or is the subject of any pending or, to the knowledge of CSI, threatened action for opposition, cancellation, declaration, infringement, or invalidity, unenforceability or misappropriation or like claim, action or proceeding.
INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS. To the knowledge of CCI, CCI has full legal right, title and interest in and to all of the Intellectual Property utilized in the operation of its business. No rights of any other person are violated by the use by CCI of any Intellectual Property. None of the Intellectual Property utilized in the operation of the business of CCI has ever been declared invalid or unenforceable, or is the subject of any pending or, to the knowledge of CCI, threatened action for opposition, cancellation, declaration, infringement, or invalidity, unenforceability or misappropriation or like claim, action or proceeding.
INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS. To the knowledge of SearchHelp, SearchHelp has full legal right, title and interest in and to all of the Intellectual Property utilized in the operation of its business. No rights of any other person are violated by the use by SearchHelp of any Intellectual Property. None of the Intellectual Property utilized in the operation of the business of SearchHelp has ever been declared invalid or unenforceable, or is the subject of any pending or, to the knowledge of SearchHelp, threatened action for opposition, cancellation, declaration, infringement, or invalidity, unenforceability or misappropriation or like claim, action or proceeding.
