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. The Company owns or possesses valid and binding licenses or other rights to use, whether or not registered, all of its Intellectual Property and Intangible Assets. Schedule 4(q) 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 Company 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 Company. The Company 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 Company 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 Company. To the Company's Knowledge, no Person is infringing upon the Intellectual Property or Intangible Assets. The Company has taken reasonable security measures to protect the secrecy, 34 confidentiality and value of the Intellectual Property. No person, other than the Company, 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(q), the Company is not a party to any confidentiality, secrecy or similar agreements with third parties.
INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS. Schedules 1.1(d) and 1.1(e)(iii) together include all Intellectual Property used, incorporated in or related to the Business. Seller has ownership of and good and indefeasible title to all of the Intellectual Property included in the Purchased Assets, free and clear of all liens (subject to the rights of licensors and licensees under software licenses), and Seller has (and after Closing Purchaser will have) the right to use and exploit all Intellectual Property included in the Purchased Assets without infringing upon or otherwise violating the rights of any other person. After Closing Purchaser will have the sole and exclusive right (except as disclosed on Schedule 1.1 (d)) to use and exploit all Intellectual Property listed as Seller Developed Software on Schedule 1.1 (d) without infringing upon or otherwise violating the rights of any other person, and no consent, approval or authorization of any other person will be required for the use or exploitation by the Purchaser after Closing of the Seller Developed Software. Each item of Intellectual Property included in the Purchased Assets is existing and valid and all rights therein are enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject to, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). There is no claim pending or, to the knowledge of Seller, threatened against Seller, and there are no conditions or circumstances known to Seller, which draws or may draw into question any right of Seller (and after Closing, of Purchaser) to use or exploit the Intellectual Property included in the Purchased Assets, and Seller is not aware of any basis for such a claim or of conditions or circumstances which may be a basis for such a claim. There is no license, assignment, agreement or other instrument to which Seller is a party, other than the Contracts, or by which it or the Purchased Assets are bound, relating to the ownership, use or exploitation by it of any Intellectual Property used in connection with, or otherwise directly related to, the Business.
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 Apollo, Sichuan Apollo has full legal right, title and interest in and to all of the intellectual property utilized in the operation of its business. Sichuan Apollo has not received any written notice that the rights of any other person are violated by the use by Sichuan Apollo 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 Apollo, 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. 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. 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.
