Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses as they are currently conducted [or as reflected in the business plan given to Buyer]. One or more of the Acquired Companies is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' ’ businesses as they are currently conducted [or as reflected in the business plan given to Buyer]. One or more of the Acquired Companies is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 3 contracts
Samples: Amended and Restated Stock Purchase Agreement (Genesis Solar Corp), Stock Purchase Agreement (Cogenco International Inc), Stock Purchase Agreement (Cogenco International Inc)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' ’ businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrancesEncumbrances, equities, and other adverse claims, claims and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp), Agreement and Plan of Merger (Enterprise Financial Services Corp)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Company's businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the The Acquired Companies Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 2 contracts
Samples: Share Purchase Agreement (Global Gold Corp), Stock Purchase Agreement (Integrated Orthopedics Inc)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those reasonably necessary for the operation of the Acquired Companies' ’ businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies is the owner of all right, title, and interest in and to in, or holds a perpetual, fully-paid license to, each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claimsEncumbrances, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 2 contracts
Samples: Escrow Agreement (Enterprise Financial Services Corp), Agreement and Plan of Merger (Enterprise Financial Services Corp)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' ’ businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 2 contracts
Samples: Stock Purchase Agreement (BOQI International Medical, Inc.), Stock Purchase Agreement (NF Energy Saving Corp)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses Business as they are it is currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies is the owner of all right, title, title and interest in and to each of the Intellectual Property AssetsAssets which are, except as set forth on Schedule 3.22(c)(i), free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claimsEncumbrances, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 2 contracts
Samples: Share Purchase Agreement (Lennox International Inc), Share Purchase Agreement (Lennox International Inc)
Know-How Necessary for the Business. (i) The Intellectual Property included in the Assets are constitutes all those of the Intellectual Property that is, to the Sellers' Knowledge, necessary for the operation of the Acquired Companies' businesses Business as they it is currently conducted. Except as described on Schedule 3.18(C), the Company are currently conducted [or as reflected in the business plan given to Buyer]. One or more of the Acquired Companies is the owner of all right, title, title and interest in and to each item of the Intellectual Property AssetsProperty, free and clear of all liens, security interests, charges, encumbrances, equitiesany Encumbrances, and other adverse claims, and has to the Seller's Knowledge have the right to use without payment to a third party all of the Intellectual Property AssetsProperty.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Certified Services Inc), Stock Exchange Agreement (Logistics Management Resources Inc)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses Company's business as they are it is currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 2 contracts
Samples: Agreement and Plan (Infospace Com Inc), Infospace Com Inc
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Company's businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Dynamic Health Products Inc)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Company's businesses as they are currently conducted [or conducted. Except as reflected set forth in the business plan given to Buyer]. One or more Part 3.22(c) of the Acquired Companies Disclosure Letter, the Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claimsEncumbrances, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses Company’s business as they are it is currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses as they are currently conducted [or as reflected in the business plan given to Buyer]. One or more of the Acquired Companies is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Samples: LLC Ownership Interest Purchase Agreement (Vystar Corp)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those reasonably and commercially necessary for the operation of the Acquired Companies' businesses Corporation's Business as they are it is currently conducted [or as reflected in conducted. To the business plan given to Buyer]. One or more Knowledge of the Acquired Companies Corporation and except as set forth on Schedule 4.12(c), the Corporation is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, Encumbrances and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property AssetsAssets without payment to any third party.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wilson Greatbatch Technologies Inc)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses Company's business as they are its is currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claimsEncumbrances, and has the right to use without payment to a third party all of the Intellectual Property Assets, except those that are held under valid and continuing licenses included in the Data Room.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Company's businesses as they are it is currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Know-How Necessary for the Business. (ia) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses as they are currently conducted [or as reflected in the business plan given to Buyer]NEBO. One or more of the Acquired Companies is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Company's businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Samples: LLC Ownership Interest Purchase Agreement (Vystar Corp)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses Business as they are currently presently conducted [or and as reflected in the business plan given presently proposed to Buyer]be conducted. One or more of the Acquired Companies The Company is the owner of all right, title, title and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, Encumbrances and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Samples: Stock Purchase Agreement (China Technology Development Group Corp)
Know-How Necessary for the Business. (i1) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Company's businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, except for the lien held by The CIT Group/Credit Finance, Inc., and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Dynamic Health Products Inc)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Company's businesses as they are currently conducted [or as reflected in the business plan given and contemplated to Buyer]be conducted. One or more of the The Acquired Companies Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Business Intellectual Property Assets are include all those of the Intellectual Property Assets used in or necessary for the operation of the Acquired Companies' businesses Business as they are it is currently conducted [or as reflected and there are no other Intellectual Property Assets used in the business plan given Business or needed to Buyer]conduct the Business as it is currently conducted. One The previous sentence is not intended to be a representation on non-infringement or more misappropriation of the Acquired Companies is the owner of all right, title, and interest in and to each of the third party Intellectual Property Assetsrights, free and clear which representations are set forth in the remainder of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assetsthis Section 4.19.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property included in the Assets are and the Equipment constitutes all those of the Intellectual Property that is necessary for the operation of the Acquired Companies' businesses Business as they are it is currently conducted [or conducted. Except as reflected in described on Schedule 3.18, the business plan given to Buyer]. One or more of the Acquired Companies Company is the owner of all right, title, title and interest in and to each item of the Intellectual Property AssetsProperty, free and clear of all liens, security interests, charges, encumbrances, equitiesany Encumbrances, and other adverse claims, and has have the right to use without payment to a third party all of the Intellectual Property AssetsProperty.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Positron Corp)
Know-How Necessary for the Business. (i) The Intellectual Property ----------------------------------- included in the Assets are constitutes all those of the Intellectual Property that is, to the Shareholders Knowledge, necessary for the operation of the Acquired Companies' businesses Business as they are it is currently conducted [or conducted. Except as reflected in described on SCHEDULE 3.18(C), the business plan given to Buyer]. One or more of the Acquired Companies Company is the owner of all right, title, title and interest in and to each item of the Intellectual Property AssetsProperty, free and clear of all liens, security interests, charges, encumbrances, equitiesany Encumbrances, and other adverse claims, and to the Knowledge of the Shareholders has the right to use without payment to a third party all of the Intellectual Property AssetsProperty.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Buyer businesses as they are currently conducted [or as reflected in the business plan given conducted. Except for Intellectual Property assets which are licensed to Buyer]. One or more of the Acquired Companies , Buyer is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claimsEncumbrances, and has the right to use without payment to a third party all of the Intellectual Property Assets. Security interests which Buyer grants to its lender at the Closing do not constitute an Encumbrance within the meaning of this Section 7.19.
Appears in 1 contract
Samples: Purchase Agreement (Ambi Inc)
Know-How Necessary for the Business. (i) The Intellectual Property Assets of each Company are all those necessary for the operation of the Acquired Companies' Company's businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies Each Company is the owner of all right, title, and interest in and to or a licensee of, each of the its Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Samples: Canadian Share Exchange Agreement (Ideal Accents Inc)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are ----------------------------------- all those necessary for the operation of the Acquired Companies' businesses Company's business as they are it is currently conducted [or as reflected in conducted. The Company has the business plan given legal right to Buyer]. One or more of the Acquired Companies is the owner of all right, title, and interest in and to each of the use such Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assetsparty.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses business of Company and each Subsidiary as they are it is currently conducted [conducted. Either Company or as reflected in the business plan given to Buyer]. One or more of the Acquired Companies a Subsidiary is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equitiesEncumbrances, and other adverse claims, Company and each Subsidiary has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses Company’s business as they are it is currently conducted [or and as reflected in the business plan given to Buyer]. One or more of the Acquired Companies The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrancesEncumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Company's businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Know-How Necessary for the Business. (ia) The Intellectual Property Assets are to the Knowledge of the Vendors all those necessary for the operation of the Acquired Companies' businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies is the owner of all right, title, and interest in and to, or has the right to use, each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has to the knowledge of the Vendors the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses Company’s Businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the The Acquired Companies Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Company’s businesses as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Samples: Stock Purchase Agreement (Allis Chalmers Energy Inc.)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses Business as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies The Company is the owner of all right, title, and interest in and to each of the their respective Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claimsSecurity Interests, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Company’ businesses as they are currently conducted [or as reflected in the business plan given to Buyer]. One or more of the Acquired Companies Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Samples: Stock Purchase Option Agreement (Cogenco International Inc)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Company's businesses as they are currently conducted [or as reflected in conducted. The Company and/or Seller are the business plan given to Buyer]. One or more of the Acquired Companies is the owner owners of all right, title, and interest in and to each of the Intellectual Property Assets, as indicated, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and the Company has the right to use without payment to Seller or a third party all of the Intellectual Property Assets.
Appears in 1 contract
Samples: Stock Purchase Agreement (Allis Chalmers Energy Inc.)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' Company’s businesses worldwide as they are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wireless Ronin Technologies Inc)
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies' businesses of Purchaser as they such businesses are currently conducted [or as reflected in the business plan given to Buyer]conducted. One or more of the Acquired Companies Purchaser is the owner or licensee of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Houston Interweb Design Inc)
Know-How Necessary for the Business. (i) The Intellectual Property included in the Assets are constitutes all those of the Intellectual Property that is, to the Shareholders' Knowledge, necessary for the operation of the Acquired Companies' businesses Business as they it is currently conducted. Except as described on SCHEDULE 3.18, the Companies are currently conducted [or as reflected in the business plan given to Buyer]. One or more of the Acquired Companies is the owner owners of all right, title, title and interest in and to each item of the Intellectual Property AssetsProperty, free and clear of all liens, security interests, charges, encumbrances, equitiesany Encumbrances, and other adverse claimsto the Knowledge of the Sellers, and has have the right to use without payment to a third party all of the Intellectual Property AssetsProperty.
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