Common use of Intellectual Property Licenses Clause in Contracts

Intellectual Property Licenses. Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

Intellectual Property Licenses. Except as set forth in Section 4.5 of the Company Disclosure LetterEach Borrower owns directly or is entitled to use, the Company possesses by license or otherwise, adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Planit, and all Intellectual Property existing on the date hereof, (together with in the case of patents Patents, trademarks and Trademarkscopyrights, the date of issuance thereof), is listed in Section 4.14 of the Company Disclosure Letteron SCHEDULE 6.17. With respect to Intellectual Property of the Company any Borrower unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Companysuch Borrower: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company Such Borrower has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property trademark property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of such Borrower's business, in corresponding offices throughout the Companyworld and its claims to its copyright property in the United States Copyright Office and, to the extent necessary for the conduct of such Borrower's business, in corresponding offices throughout the world; (c) except Except as set forth in Section 4.5 of the Company Disclosure Letteron SCHEDULE 6.5, the Company such Borrower is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company Such Borrower has performed, and the Company such Borrower will continue to perform, all acts, and the Company such Borrower has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company Except as set forth on SCHEDULE 6.17, each Borrower owns directly or is entitled to use, by license or otherwise, all patents, Trademarkstrademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Companysuch Borrower's business, the lack of ownership of, or entitlement to, would have a Material Adverse Effect.

Intellectual Property Licenses. Except as set forth in Section 4.5 Borrower and each of the Company Disclosure Letter, the Company its Subsidiaries possesses adequate Intellectual Property Collateral to continue to conduct its respective business as heretofore conducted by it or as projected to be conducted in the Operating Planit, and all such Intellectual Property Collateral existing on the date hereofRestatement Date (together with, together with in the case of patents patents, Trademarks and Trademarkscopyrights, the date of issuance thereof, is ) are listed in Section 4.14 of the Company Disclosure Letteron Schedule 4.16. With respect to all Intellectual Property Collateral which is not of negligible economic value and is necessary to the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct continued operation of the business of the CompanyBorrower's business: (ai) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (bii) the Company Borrower has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its the Patent Property Collateral and Trademark Property Collateral in the United States Patent and Trademark Office and, and in corresponding offices throughout the world and its claims to the extent necessary for Copyright Collateral in the conduct of the Company's business, United States Copyright Office and in corresponding offices throughout the world; (ciii) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company Borrower is the exclusive owner of the entire and unencumbered right, title and interest in therein and to such Intellectual Property owned by it thereto and no claim has been made that the use of any of its owned Intellectual Property Collateral does or may violate the asserted rights of any third party; and (div) the Company Borrower has performed, performed and the Company will continue to perform, perform all acts, acts and the Company has paid and will continue to pay, pay all required fees and taxes, taxes to maintain each and every item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. The Company Borrower owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the CompanyBorrower's business.

Intellectual Property Licenses. Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company Borrower possesses adequate ------------------------------- Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Planit, and all registered Intellectual Property existing on the date hereof, (together with in the case of patents and Trademarks, the date of issuance thereof), is listed in Section 4.14 of the Company Disclosure Letteron Schedule 4.1(g). With respect to Intellectual --------------- Property of the Company Borrower unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the CompanyBorrower: (ai) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (bii) the Company Borrower has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the CompanyBorrower's business, in corresponding offices throughout the world; (ciii) except Except as set forth in Section 4.5 of the Company Disclosure Letteron Schedule 4.1(g), the Company Borrower is the --------------- exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (div) the Company Borrower has performed, and the Company Borrower will continue to perform, all acts, and the Company Borrower has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company Borrower owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the CompanyBorrower's business.

Intellectual Property Licenses. Except as set forth in Section ------------------------------- 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

Intellectual Property Licenses. Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company Borrower possesses adequate ------------------------------- Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Planit, and all registered Intellectual Property existing on the date hereof, (together with in the case of patents and Trademarks, the date of issuance thereof), is listed in Section 4.14 of the Company Disclosure Letteron Schedule 4.1(o). With respect to Intellectual --------------- Property of the Company Borrower unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the CompanyBorrower: (ai) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (bii) the Company Borrower has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the CompanyBorrower's business, in corresponding offices throughout the world; (ciii) except Except as set forth in Section 4.5 of the Company Disclosure Letteron Schedule 4.1(o), the Company Borrower is the --------------- exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (div) the Company Borrower has performed, and the Company Borrower will continue to perform, all acts, and the Company Borrower has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company Borrower owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the CompanyBorrower's business.

Intellectual Property Licenses. Except as set forth in Section 4.5 Borrower and each of the Company Disclosure Letter, the Company its Subsidiaries possesses adequate Intellectual Property Collateral to continue to conduct its respective business as heretofore conducted by it or as projected to be conducted in the Operating Planit, and all such Intellectual Property Collateral existing on the date hereofRestatement Date (together with, together with in the case of patents patents, Trademarks and Trademarkscopyrights, the date of issuance thereof, is ) are listed in Section 4.14 of the Company Disclosure Letteron Schedule 4.16. With respect to all Intellectual Property Collateral which is not of negligible economic value and is necessary to the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct continued operation of the business of the CompanyBorrower's business: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company Borrower has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its the Patent Property Collateral and Trademark Property Collateral in the United States Patent and Trademark Office and, and in corresponding offices throughout the world and its claims to the extent necessary for Copyright Collateral in the conduct of the Company's business, United States Copyright Office and in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company Borrower is the exclusive owner of the entire and unencumbered right, title and interest in therein and to such Intellectual Property owned by it thereto and no claim has been made that the use of any of its owned Intellectual Property Collateral does or may violate the asserted rights of any third party; and (d) the Company Borrower has performed, performed and the Company will continue to perform, perform all acts, acts and the Company has paid and will continue to pay, pay all required fees and taxes, taxes to maintain each and every item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. The Company Borrower owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the CompanyBorrower's business.

Intellectual Property Licenses. Except as set forth in Section 4.5 of the Company Disclosure LetterEach Obligor owns directly or is entitled to use, the Company possesses by license or otherwise, adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Planit, and all Intellectual Property existing on the date hereof, (together with in the case of patents Patents, trademarks and Trademarkscopyrights, the date of issuance thereof), is listed in Section 4.14 of the Company Disclosure Letteron Schedule 6.18. With respect to Intellectual Property of the Company any Obligor, unless such Intellectual Property is immaterial to business operations, has become obsolete or is no longer used or useful in the conduct of the business of the Companysuch Borrower, and except as described on Schedule 6.18: (a) it It is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) Unless and except to the Company extent that its failure to do so has not had, and could not be reasonably expected to have a Material Adverse Effect, such Obligor has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property patent property, trademark property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of such Obligor's business, in corresponding offices throughout the Companyworld and its claims to its copyright property in the United States Copyright Office and, to the extent necessary for the conduct of such Obligor's business, in corresponding offices throughout the world; (c) except Except as set forth in Section 4.5 of the Company Disclosure Letteron Schedule 6.18, the Company such Obligor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) Unless and except to the Company extent that its failure to do so has not had, and could not be reasonably expected to have a Material Adverse Effect, such Obligor has performed, and the Company such Borrower will continue to perform, all acts, and the Company such Borrower has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company Except as set forth on Schedule 6.18, each Obligor owns directly or is entitled to use, by license or otherwise, all patents, Trademarkstrademarks, copyrights, mask works, licenses, technology, know-howknowhow, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Companysuch Obligor's business, the lack of ownership of, or entitlement to, would have a Material Adverse Effect.

Intellectual Property Licenses. Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company Borrower possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Planit, and all Intellectual Property existing on the date hereof, (together with in the case of patents and Trademarks, the date of issuance thereof), is listed in Section 4.14 of the Company Disclosure Letteron Schedule 4.1(o). With respect to Intellectual Property of the Company Borrower unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the CompanyBorrower: (ai) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (bii) the Company Borrower has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the CompanyBorrower's business, in corresponding offices throughout the world; (ciii) except Except as set forth in Section 4.5 of the Company Disclosure Letteron Schedule 4.1(o), the Company Borrower is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (div) the Company Borrower has performed, and the Company Borrower will continue to perform, all acts, and the Company Borrower has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company Borrower owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the CompanyBorrower's business.