Common use of Intellectual Property and Other Rights Clause in Contracts

Intellectual Property and Other Rights. (a) Each of the Company and each Subsidiary owns or possesses all patents, patent rights, trademarks, trademark rights, trade names, trade name rights and copyrights (collectively, the "Intellectual Property") (each of which is listed on Schedule 4.12(a) hereto), and all rights and privileges with respect to any of the foregoing, as are necessary for the conduct of its business as now being conducted and as proposed to be conducted. To the best of the Company's knowledge, the rights of (and use by) each of the Company and each Subsidiary with respect to such Intellectual Property or any other patents, patent rights, trademarks, trademark rights, trade names, trade name rights or copyrights do not conflict with or infringe any rights of others in a manner which might materially and adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company, and no such claim of conflict or infringement has been asserted by any Person. (b) Each of the Company and each Subsidiary owns and holds all franchises, licenses, permits, consents, approvals and other authority, governmental or otherwise (collectively, the "Licenses") (each of which is listed on Schedule 4.12(b) hereto), and all rights and privileges with respect to any of the foregoing, as are materially necessary for the conduct of its business as now being conducted and as proposed to be conducted, except to the extent that failure to so own or hold is not reasonably likely to materially adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company. Neither the Company nor any Subsidiary is in default in any material respect under any of such Licenses. To the best of the Company's knowledge, the rights of (and use by) each of the Company and each Subsidiary with respect to such Licenses or any other franchise, license, permit, consent, approval or other authority do not conflict with or infringe any rights of others in a manner which might materially and adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company, and no such claim of conflict or infringement has been asserted by any Person.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Caliber Learning Network Inc), Preferred Stock Purchase Agreement (Caliber Learning Network Inc), Preferred Stock Purchase Agreement (Caliber Learning Network Inc)

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Intellectual Property and Other Rights. (a) Each of the Company and each Subsidiary owns or possesses all patents, patent rights, trademarks, trademark rights, trade names, trade name rights and copyrights (collectively, the "Intellectual Property") (each of which --------------------- is listed on Schedule 4.12(a) hereto), and all rights and privileges with respect to any of the foregoing, as are necessary for the conduct of its business as now being conducted and as proposed to be conducted. To the best of the Company's knowledge, the rights of (and use by) each of the Company and each Subsidiary with respect to such Intellectual Property or any other patents, patent rights, trademarks, trademark rights, trade names, trade name rights or copyrights do not conflict with or infringe any rights of others in a manner which might materially and adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company, and no such claim of conflict or infringement has been asserted by any Person. (b) Each of the Company and each Subsidiary owns and holds all franchises, licenses, permits, consents, approvals and other authority, governmental or otherwise (collectively, the "Licenses") (each of which is -------- listed on Schedule 4.12(b) hereto), and all rights and privileges with respect to any of the foregoing, as are materially necessary for the conduct of its business as now being conducted and as proposed to be conducted, except to the extent that failure to so own or hold is not reasonably likely to materially adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company. Neither the Company nor any Subsidiary is in default in any material respect under any of such Licenses. To the best of the Company's knowledge, the rights of (and use by) each of the Company and each Subsidiary with respect to such Licenses or any other franchise, license, permit, consent, approval or other authority do not conflict with or infringe any rights of others in a manner which might materially and adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company, and no such claim of conflict or infringement has been asserted by any Person.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Caliber Learning Network Inc)

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