Common use of Intellectual Property Claims Clause in Contracts

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise have the right to use, the Intellectual Property owned by Borrower and material to Borrower’s business. 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 Intellectual Property of Borrower violates the rights of any third party except to the extent such claim would not reasonably be expected to have a Material Adverse Effect. Exhibit D contains a true, correct and complete list of Borrower’s registered Patents, registered Trademarks, registered Copyrights, 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 breach of, nor has Borrower failed to perform any 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 breach thereof or has failed to perform any obligations thereunder, in each case, except where such breach or failure to perform would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property owned by Borrower and material to Borrower’s businessProperty. 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) and no material part of the Intellectual Property that is 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 except to the extent such claim would not reasonably be expected to have cause a Material Adverse Effect. Exhibit D contains 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 and other licenses which if anyterminated could not reasonably be expected to result in a Material Adverse Effect), 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, in each case, except where such breach or failure to perform would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property owned by Borrower and material to Borrower’s businessProperty. Except as described on Schedule 5.9, (i) to Borrower’s knowledge, each 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 except to the extent such claim would not which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Borrower’s business. Exhibit D contains is a true, correct and complete list of each of Borrower’s registered Patents, registered Trademarks, registered Copyrights, if anyand 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, 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, in each case, except where such thereunder which material breach or failure to perform would not could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Borrower’s business.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property owned by Borrower and material to Borrower’s businessProperty. 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) and no material part of the Intellectual Property that is 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 except to the extent such claim would not reasonably be expected to have cause a Material Adverse Effect. Exhibit D contains 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 and other licenses which if anyterminated could not reasonably be expected to result in a Material Adverse Effect), 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, in each case, except where such breach or failure to perform would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property owned by Borrower and material to Borrower’s business. Except as described on Schedule 5.95.9 to the Disclosure Letter (as may be amended or supplemented by Borrower from time to time by written notice to Agent), (i) to Borrower’s knowledge, each of the material registered Copyrights, registered 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 except party. The Perfection Certificate delivered to Agent on the extent such claim would not reasonably be expected to have a Material Adverse Effect. Exhibit D contains Closing Date includes a true, correct and complete list of each of Borrower’s registered Patents, registered Trademarks, registered Copyrights, if anyand material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses or other “off-the-shelf” licenses or open-source software), 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, in each case, except where such breach or failure to perform would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property owned by Borrower and material to Borrower’s business. 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 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 Intellectual Property of Borrower violates the rights of any third party except to the extent such claim would not reasonably be expected to have a Material Adverse Effect. Exhibit D contains is a true, correct and complete list of each of Borrower’s registered Patents, registered Trademarks, registered Copyrights, if anyand 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, 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 breach of, nor has Borrower failed to perform any 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 breach thereof or has failed to perform any obligations thereunder, in each case, except where such breach or failure to perform would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property owned by Borrower and material to Borrower’s business. Except as described on Schedule 5.9, (i) to Borrower’s knowledge, each of the material Copyrights, Copyrights and Trademarks and issued Patents owned by Borrower is valid and enforceable, and each of the material Patents owned by Borrower is, to the best of Borrower’s knowledge, 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 except to the extent such claim would not reasonably be expected to have a Material Adverse Effectparty. Exhibit D contains is a true, correct and complete list of each of Borrower’s registered Patents, registered Trademarks, registered Copyrights, if anyand 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, 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, in each case, except where such breach or failure to perform would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property owned by Borrower and material to Borrower’s business. Except as described on Schedule 5.95.9 of the Disclosure Letter, (i) to Borrower’s knowledge, 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 by a decision of a court of competent jurisdiction, 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 Borrower its business violates the rights of any third party except to the extent such claim would not reasonably be expected to have a Material Adverse Effectparty. Exhibit D contains C of the Disclosure Letter is a true, correct and complete list of each of Borrower’s registered Patents, registered Trademarks, registered Copyrights, if anyand 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 wrap software licenses), 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, in each case, except where such breach or failure to perform would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, as applicable, the Intellectual Property owned by Borrower and material it or licensed to Borrower’s businessit by third parties. Except as described on Schedule 5.9, (i) to the best of Borrower’s knowledgeknowledge after due inquiry, each of the material registered Copyrights, registered Trademarks and issued Patents owned by Borrower 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 written 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 except to the extent such claim would not reasonably be expected to have a Material Adverse Effectparty. Exhibit D contains is a true, correct and complete list of each of Borrower’s registered Patents, registered Trademarks, registered Copyrights, if anyand 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, 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. 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, in each case, except where such breach or failure to perform would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property owned by Borrower that it uses in, and that is material to to, Borrower’s business. Except as described on Schedule 5.9, (i) to Borrower’s knowledge, each of the material Copyrights, Trademarks and issued Patents is is, to the knowledge of Borrower, 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, 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 of Borrower violates the rights of any third party except to the extent such claim would could not reasonably be expected excepted to have result in a Material Adverse Effect. Exhibit D contains is a true, correct and complete list of each of Borrower’s registered Patents, registered Trademarks, registered Copyrights, if anyand 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, 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 breach of, nor has Borrower failed to perform any 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 breach thereof or has failed to perform any obligations thereunder, in each case, except where such breach or failure to perform would could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property owned by Borrower and material to Borrower’s businessProperty. 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) and no material part of the Intellectual Property that is 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 except to the extent such claim would not reasonably be expected to have cause a Material Adverse Effect. Exhibit D contains is a true, correct and complete list of each of Borrower’s registered 's Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses and other licenses which if anyterminated could not reasonably be expected to result in a Material Adverse Effect), 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 '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, except where such breach or failure to perform would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property identified as being owned by such Borrower and material to Borrower’s business. on Exhibit D. Except as described on Schedule 5.9could not reasonably be expect to result in a Material Adverse Effect, (i) to Borrower’s knowledge, each item of the material Copyrights, Trademarks and issued Patents Intellectual Property owned by such Borrower is valid and enforceable, (ii) no material part of the Intellectual Property owned by such 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 such Borrower in writing that any material part of the Intellectual Property of owned by such Borrower violates the rights of any third party except to the extent such claim would not reasonably be expected to have a Material Adverse Effectparty. Exhibit D contains is a true, correct and complete list of each of Borrower’s registered Patents, registered Trademarks, registered Copyrights, if anyand 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, 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, in each case, except where such breach or failure to perform would not reasonably be expected to have a Material Adverse Effect.