Common use of Intellectual Property; Software Clause in Contracts

Intellectual Property; Software. (a) Each of the Company and its subsidiaries owns or possesses adequate licenses or other valid rights to use all existing United States and foreign patents, trademarks, trade names, service marks, copyrights, trade secrets and applications therefor owned or used by the Company and its subsidiaries (the "Company Intellectual Property Rights"), except where the failure to own or possess valid rights to use such Company Intellectual Property Rights would not have a Company Material Adverse Effect. (b) Except for any of the following which would not have a Company Material Adverse Effect: (i) the validity of the Company Intellectual Property Rights and the title thereto of the Company or any subsidiary, as the case may be, is not being questioned in any litigation to which the Company or any subsidiary is a party, and (ii) the conduct of the business of the Company and its subsidiaries as now conducted does not, to the knowledge of the Company, infringe any valid patents, trademarks, trade names, service marks or copyrights of others. To the knowledge of the Company, the consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of any Company Intellectual Property Rights.

Intellectual Property; Software. (a) Each of the Company and its subsidiaries owns or possesses adequate licenses or other valid rights to use all existing United States and foreign patents, trademarks, trade names, service marks, copyrights, trade secrets and applications therefor owned or used by the Company and its subsidiaries (the "Company Intellectual Property Rights"), except where the failure to own or possess valid rights to use such Company Intellectual Property Rights would not have a Company Material Adverse EffectEffect on the Company. (b) Except for any of the following which would not reasonably be expected to have a Company Material Adverse Effect: Effect on the Company, (i) the validity of the Company Intellectual Property Rights and the title thereto of the Company or any subsidiary, subsidiary as the case may be, be is not being questioned in any litigation to which the Company or any subsidiary is a party, and and (ii) except as set forth in Section 2.14(c) of the Company Disclosure Schedule, the conduct of the business of the Company and its subsidiaries as now conducted does notnot to, to the knowledge of the Company, infringe any valid patents, trademarks, trade names, service marks marks, or copyrights of others. To the knowledge of the Company, the others The consummation of the transactions contemplated by this Agreement completed hereby will not result in the loss or impairment of any Company Intellectual Property Rights.