Common use of Intellectual Property Claims Clause in Contracts

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Each of the material Copyrights, Trademarks and Patents is valid and enforceable, no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party which could reasonably be expected to have a material adverse effect on Borrower’s business. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder which material breach could reasonably be expected to have a material adverse effect on Borrower’s business.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise has have the right to use, the Intellectual PropertyProperty owned by Borrower and material to Borrower’s business. Each Except as described on Schedule 5.9, (i) to Borrower’s knowledge, each of the material Copyrights, Trademarks and issued Patents is valid and enforceable, (ii) no material part of the Intellectual Property owned by Borrower has been judged by a decision of a court of competent jurisdiction, invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower in writing that any material part of the Intellectual Property of Borrower violates the rights of any third party which could except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. Exhibit D is contains a true, correct and complete list of each of Borrower’s registered Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses)if any, together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, and agreements under which Borrower licenses Intellectual Property from third parties that is material to the Borrower’s business (other than shrink-wrap software licenses), in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder which material thereunder, in each case, except where such breach could or failure to perform would not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise has the right to use, the Intellectual PropertyProperty material to its business. Each Except as described on Schedule 5.9,(i) to Borrower’s knowledge, each of the material issued Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property of Borrower has been judged by a decision of a court of competent jurisdiction, invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower in writing that any material part of the Intellectual Property of Borrower violates the rights of any third party which could except to the extent such claim would not reasonably be expected to have cause a material adverse effect on Borrower’s businessMaterial Adverse Effect. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenseslicenses and click on license agreements, open source code and other licenses available to the public without customization shall not be considered a material License or agreement), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder in each case which material breach could would reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Each , except for joint ownership of Intellectual Property pursuant to research collaboration and license agreements disclosed on Schedule 5.9. (i) To the best of Borrower’s knowledge, each of the material registered Copyrights, registered Trademarks and Patents is valid and enforceable, (ii) no material part of the Material Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower in writing that any material part of the Material Intellectual Property violates the rights of any third party which could reasonably be expected to have a material adverse effect on Borrower’s businessparty. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Material Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. To Borrower’s knowledge, Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or material agreements that are currently in effect listed in Exhibit D and, to Borrower’s knowledge, except as set forth on Schedule 5.9, no third party to any such contract, license or material agreement is in material breach thereof or has failed to perform any material obligations thereunder which material breach could reasonably be expected to have a material adverse effect on Borrower’s businessthereunder.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise has the right to use, the Intellectual PropertyProperty owned by Borrower and material to Borrower’s business. Each Except as described on Schedule 5.9, (i) to Borrower’s knowledge, each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property of Borrower has been judged by a decision of a court of competent jurisdiction, invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower in writing that any material part of the Intellectual Property of Borrower violates the rights of any third party which could except to the extent such claim would reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder which material thereunder, in each case, except where such breach could or failure to perform would not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, as applicable, the Intellectual PropertyProperty owned by it or licensed to it by third parties. Each Except as described on Schedule 5.9, (i) to the best of Borrower’s knowledge after due inquiry, each of the material registered Copyrights, registered Trademarks and Patents owned by Borrower is valid and enforceable, (ii) no material part of the Intellectual Property owned by Borrower has been judged invalid or unenforceable, in whole or in part, and (iii) no written claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party which could reasonably be expected to have a material adverse effect on Borrower’s businessparty. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. To the best of Borrower’s knowledge after due inquiry, neither Borrower nor any Subsidiary is not in material breach of, nor has Borrower or any Subsidiary failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder which material breach could reasonably be expected to have a material adverse effect on Borrower’s businessthereunder.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual PropertyProperty material to Borrower’s business. Each Except as described on Schedule 5.9 to the Disclosure Letter (as may be amended or supplemented by Borrower from time to time by written notice to Agent), (i) each of the material registered Copyrights, registered Trademarks and issued Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party which could reasonably be expected party. The Perfection Certificate delivered to have a material adverse effect Agent on Borrower’s business. Exhibit D is the Closing Date includes a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenseslicenses or other “off-the-shelf” licenses or open-source software), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder which material breach could reasonably be expected to have a material adverse effect on Borrower’s businessthereunder.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual PropertyProperty material to Borrower’s business. Each Except as described on Schedule 5.9 of the Disclosure Letter, (i) each of the material registered Copyrights, registered Trademarks and issued Patents is owned by Borrower are subsisting, valid and enforceable, (ii) no material part of the registered Intellectual Property owned by Borrower has been judged invalid or unenforceable, unenforceable in whole or in part, and (iii) no claim has been made to Borrower in writing that any material part of the Intellectual Property owned by Borrower nor Borrower’s use thereof in the operation of its business violates the rights of any third party which could reasonably be expected to have a material adverse effect on Borrower’s businessparty. Exhibit D C of the Disclosure Letter is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and any pending applications to register any of the foregoing, and any material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-shrink wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder which material breach could reasonably be expected to have a material adverse effect on Borrower’s businessthereunder.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise has the right to use, the Intellectual PropertyProperty that it uses in, and that is material to, Borrower’s business. Each Except as described on Schedule 5.9, (i) each of the material Copyrights, Trademarks and Patents is is, to the knowledge of Borrower, valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, and (iii) no claim has been made to Borrower in writing that any material part of the Intellectual Property violates the rights of any third party which except to the extent such claim could not reasonably be expected excepted to have result in a material adverse effect on Borrower’s businessMaterial Adverse Effect. Exhibit D is a true, correct and complete list of each of Borrower’s registered Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder which material thereunder, in each case, except where such breach or failure to perform could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens that constitute a Permitted Transfer, Borrower is the sole owner of, or otherwise has the right to use, the Intellectual PropertyProperty owned by the Borrower and material to its business. Each Except as described on Schedule 5.9, (i) to Borrower’s knowledge, each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower in writing that any material part of the Intellectual Property violates the rights of any third party which could would reasonably be expected to have a material adverse effect on Borrower’s business. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder which material breach could would reasonably be expected to have a material adverse effect on Borrower’s business.