IP Sufficiency Sample Clauses

IP Sufficiency. The Company Group exclusively owns or possesses all right title and interest in and to, or, to the Knowledge of the Company, otherwise has a valid and enforceable license to use, all material Intellectual Property that is used in or necessary for the operation of the business of the Company Group free and clear of all liens (except for Permitted Liens), except as would not be material to the business of the Company Group, taken as a whole.
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IP Sufficiency. The Company Owned Intellectual Property, together with any Intellectual Property Rights or Technology licensed to the Company pursuant to Inbound Licenses, includes all Intellectual Property Rights and Technology that are used in or necessary to conduct the Business as it currently is conducted or as currently proposed to be conducted by the Company within twelve (12) months following the Closing Date, including the design, development, manufacture, use, marketing, import for resale, distribution, licensing out and sale of any Company Product.
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IP Sufficiency. Except as would not reasonably be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries own or have a valid and enforceable license or other right to use all material Intellectual Property used in or necessary for the conduct of their respective businesses as conducted as of the date hereof.
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IP Sufficiency. Upon Closing, each of the Companies shall own or have the right to use all IP and IP Rights used to conduct such Party’s Contributed Business as conducted on the date hereof and the Balance Sheet Date, on terms identical to or more favorable than those under which such rights are currently available to such Party’s Contributed Business, provided that this Section 2.1(s)(iii) will not apply to any MSA Consent which is to be addressed in accordance with any of the Master Services Agreements.
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IP Sufficiency. Except as would not, individually or in the aggregate, be material to the business of the Company Group, taken as a whole, the Company Group (i) exclusively owns or possesses all right title and interest in and to, or otherwise has a valid and enforceable license to use, all Intellectual Property that is used in or necessary for the operation of the business of the Company Group free and clear of all Liens (except for Permitted Liens), and (ii) will continue to have such rights immediately following the Closing to the same extent as immediately prior to the Closing.
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IP Sufficiency. As used herein, “Provided IP” means the Intellectual Property that will be licensed or otherwise provided to Maple Xxxx.Xxxx Holdco and United Holdco under the Software License Amendment Agreement. The Maple Leaf Owned IP, the Provided IP and the Intellectual Property used pursuant to Contracts listed at Section 6.16(d) of the Maple Leaf Disclosure Letter together constitute all the Intellectual Property necessary and sufficient for the conduct of the Maple Leaf Business as of immediately following Completion and for the continued operation of the Maple Leaf Business following Completion (as currently proposed); provided, that the foregoing shall not be deemed to expand the warranties set forth in Section 6.16(b), and in no event will anything in this Section 6.16(f) be deemed to be a non-infringement warranty. The consummation of the transactions contemplated by the Transaction Agreements will not result in the loss or impairment of any right of any of the Maple Leaf Group Companies to own, use, practice or otherwise exploit any Maple Leaf Owned IP nor any other Intellectual Property or Technology used, held for use or practiced by any of the Maple Leaf Group Companies related to the Business. Without limiting the scope of the foregoing warranties, the Provided IP provides in all material respects all of the rights previously granted under the Contracts of the type described under clause (f) of the definition of “Maple Leaf Material Contracts” and disclosed in Section 6.8 of the Maple Leaf Disclosure Letter; and there are no Patents or Trademarks owned by Maple Leaf or Maple Leaf LLC necessary for useful in the conduct of the Maple Leaf Business that are not expressly licensed as part of the Provided IP. No Provided IP is subject to any proceeding or outstanding Order or settlement agreement or stipulation that restricts in any manner the use thereof as used in the Maple Leaf Business as currently conducted and as currently proposed to be conducted. None of the Maple Leaf Group Companies, Maple Leaf or Maple Leaf LLC has received any written notice alleging that the Provided IP in the manner used in the Business infringes or misappropriates any Intellectual Property of any Person, or otherwise inviting any of them to take a license under any Intellectual Property or consider the applicability of any Intellectual Property to the use of the Provided IP in the conduct of the Maple Leaf Business.
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IP Sufficiency. The Business IP comprises all the material Intellectual Property Rights (other than relating to Information Technology) that are required to carry on the Acquired Businesses in substantially the manner as carried on at the Offer Date. This does not constitute a warranty that the conduct of the Acquired Businesses as at the Offer Date does not infringe the IPR of any third party, the only warranty in relation to which in this Agreement is set out in paragraph 7 of this Part B of Schedule 4.
Sample 1
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IP Sufficiency. The Company Intellectual Property, together with any Intellectual Property Rights or Technology licensed to the Company pursuant to Inbound Licenses, includes all Intellectual Property Rights and Technology that are used in or necessary to conduct the business as it is currently conducted, including the design, development, manufacture, use, marketing, import for resale, distribution, licensing out and sale of any Company Product. The Company owns, or possesses licensed copies of all Technology that is used in or necessary to the conduct of the Business as currently conducted. The Company owns, or possesses licensed copies of, or can obtain, create or derive on commercially reasonable terms, all Technology that is used in or necessary to the conduct of the Business as currently proposed to be conducted.
Sample 1

Related to IP Sufficiency

  • Sufficiency The Seller owns or otherwise has, and after the Closing the Purchaser will have, all Intellectual Property Rights needed to conduct its business as currently conducted and planned to be conducted.

  • Sufficiency of Consideration Executive hereby acknowledges and agrees that Executive has received good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Release.

  • Sufficiency of Assets The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner presently operated by Seller, and (b) include all of the operating assets of Seller.

  • Condition and Sufficiency of Assets The buildings, plants, structures, and equipment of the Acquired Companies are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Acquired Companies are sufficient for the continued conduct of the Acquired Companies' businesses after the Closing in substantially the same manner as conducted prior to the Closing.

  • Sufficiency of Moneys The Recipient has sufficient moneys in addition to those granted to Recipient pursuant to Section II of this Agreement to fund the Project to completion;

  • Authorization; Validity The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid and binding agreement of Buyer enforceable against it in accordance with its terms.

  • Sufficiency of Purchased Assets The Purchased Assets include all right, title and interest of Seller in and to all assets, properties and rights of Seller or necessary for or used in the operation of Seller's business, other than the Excluded Assets.

  • Title to and Sufficiency of Assets Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Company Financials and (d) Liens set forth on Schedule 4.17. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material assets, rights and properties that are currently used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

  • Adequacy of Consideration Executive acknowledges and agrees that Executive has received adequate consideration from United HealthCare to enter into this Agreement.

  • Title to Assets; Sufficiency of Assets (a) The Seller has, and at the Closing the Seller will deliver to Acquiror, good and valid title to or, in the case of licensed assets, a valid and binding license to the Purchased Assets free and clear of all Encumbrances, a valid and binding license under the Seller Multi-Application Technology pursuant to Section 2.5 and, as applicable, a valid and binding sublicense under the Licensed Intellectual Property (as defined in the Acrux License) pursuant to the Sublicense Agreement. Except as set forth on Schedule 6.14(a) of the Seller Disclosure Schedule, no Subsidiary of the Seller owns, beneficially or of record, or has any rights, title or interest in, to or under any Purchased Asset or conducts any part of the Evamist Business, and there are no employees of any Subsidiary of the Seller employed in the Evamist Business or who perform tasks that are necessary for the proper operation of the Evamist Business. (b) The Purchased Assets (together with the rights of the Acquiror and its Affiliates under the Related Agreements), the rights granted pursuant to Section 2.5 and, as applicable, pursuant to the Sublicense Agreement constitute all of the assets, Contracts, Required Permits, rights and services required for the continued operation of the Evamist Business by the Acquiror as conducted by the Seller during the past twelve (12) months. (c) Each item of equipment which is a Purchased Asset (other than equipment set forth on Schedule 6.14(c) of the Seller Disclosure Schedule) is in good operating condition for the purposes for which it is currently being used, subject to ordinary wear and tear, is free from any material defect and has been maintained in all material respects in accordance with generally accepted industry practice. (d) The Seller has not experienced any out-of-stock or back-order situation with respect to the Evamist Business (e) The Seller does not own or control any Evamist Product Improvements, and has not granted to any third party or enabled any third party to make any Evamist Product Improvements.

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