LICENSES; TRADEMARKS. The Company and each of its subsidiaries hold all material licenses, certificates and permits from governmental authorities which are necessary to the conduct of their respective businesses; and to their knowledge, neither the Company nor any of its subsidiaries has infringed any patents, patent rights, trade names, trademarks or copyrights, which infringement is material to the business of the Company or any of its subsidiaries.
LICENSES; TRADEMARKS. Maintain at all times, and cause each Subsidiary of the Company or any Guarantor to maintain at all times, all licenses or permits necessary to the conduct of its business or as may be required by any governmental agency or instrumentality thereof, except for such licenses or permits where the failure to so maintain would not be reasonably likely to result in a Material Adverse Change, and take all steps necessary to maintain the exclusive ownership of, and the rights to, all trademarks and tradenames material to the business of the Company or a Subsidiary; provided, however, that the Company and the Guarantors shall not be required to take such steps, including, without limitation the renewal or continuation of trademark or tradename registrations in the United States Trademark Office, if the Company or the applicable Guarantor has provided the Lenders with a written statement giving the reasons why such steps are not necessary and why such failure to maintain such trademark or tradename would not result in a Material Adverse Change.
LICENSES; TRADEMARKS. Each Borrower has all patents, licenses, trademarks, trademark rights, trade names, trade name rights, copyrights, permits and franchises required in order for such Borrower to conduct its business and operate its properties as now or proposed to be conducted without conflict with the rights of others.
LICENSES; TRADEMARKS. Borrower and each Subsidiary has all patents, licenses, trademarks, trademark rights, trade names, trade name rights, copyrights, permits and franchises required in order for Borrower and each Subsidiary to conduct its business and operate its properties as now or proposed to be conducted without conflict with the rights of others.
LICENSES; TRADEMARKS. (a) Subject to the terms and conditions of this Agreement, Vendor grants to Einstein a royalty-free, nonexclusive,worldwide license to use, reproduce, modify, display, distribute, and transmit all content, text, graphics, and other materials related to the advertising placements or the Offer provided by Vendor (collectively, the "Vendor Content") solely to perform its obligations under this Agreement. Einstein's use of the Vendor Content is subject to Vendor's prior review and consent. Vendor will retain all right, title, and interest in and to the Vendor Content and all intellectual property rights therein.
(b) Subject to the terms and conditions of this Agreement, Vendor grants to Einstein a royalty-free, nonexclusive, worldwide license to use Vendor's trademarks, trade names, service marks, and logos (collectively, the "Vendor Marks") solely to perform its obligations under this Agreement. Einstein's use of the Vendor Marks is subject to Vendor's prior review and consent. Vendor will retain all right, title, and interest in and to the Vendor Marks.
(c) Vendor has no right to use, or authorize the use of, any trademark, service mark or trade name of any of the Participating Companies, and Vendox xxall not use or allow the use of any trademark, service mark, or trade name of any of the Participating Companies without txx xrior written consent of such Participating Company.
LICENSES; TRADEMARKS. ISS has all patents, licenses, trademarks, trademark rights, trade names, trade name rights, copyrights, permits and franchises required in order for ISS to conduct its business ad operate its properties as now or proposed to be conducted without conflict with the rights of others.
LICENSES; TRADEMARKS. (a) SCHEDULE 5.16 attached hereto and made a part hereof sets forth a list of (i) all material non-governmental licenses held by Borrower relating to the operation of its business as now conducted or presently contemplated (including, as to each such license, the name of the licensee and licensor, a description of the subject matter of the license, the termination date or notice requirement with respect to termination and renewal options) and (ii) all material trademarks, trade names, service marks, copyrights, know-how, patents and applications for any of the foregoing owned by or registered in the name of Borrower or any Subsidiary, relating to or used in connection with the operation of its business as now conducted or presently contemplated.
(b) Except as set forth in SCHEDULE 5.16, all of such licenses are in full force and effect and constitute legal, valid and binding obligations of Borrower; there have not been and there currently are not any defaults thereunder by Borrower or, to the best of its knowledge, by any other party which could cause such license to be canceled, revoked or terminated; and no event has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute such a default by Borrower or, to the best of its knowledge, by any other party thereunder. Borrower owns all the trademarks, trade names, service marks, copyrights, know-how, patents and applications for any of the foregoing listed on SCHEDULE 5.16 and, except as set forth thereon or as permitted herein, pays no royalty under any of them and has the exclusive right to bring actions for the infringement thereof. Except as set forth on SCHEDULE 5.16, no product made or sold by Borrower violates any license or, to the best of its knowledge, infringes any trademark, trade name, service mark, copyright, know-how, patent or application for any of the foregxxxx of any other Person. Except as listed on SCHEDULE 5.16, there is no pending or, to the best of its knowledge, threatened claim or litigation against Borrower contesting the right of Borrower to use any of the trademarks, trade names, service marks and know-how or the validity of any of the licenses, copyrights and patents listed on such Schedule or asserting the misuse thereof.
LICENSES; TRADEMARKS. Maintain at all times, and cause each Subsidiary of the Borrower or any Guarantor to maintain at all times, all licenses or permits necessary to the conduct of its business or as may be required by any governmental agency or instrumentality thereof, except for such licenses or permits where the failure to so maintain would not be reasonably likely to result in a Material Adverse Change and take all steps necessary to maintain the exclusive ownership of, and the rights to, all trademarks and tradenames material to the business of the Borrower or a Subsidiary, provided however that the Borrower and the Guarantors shall not be required to take such steps, including, without limitation the renewal or continuation of such a material trademark or tradename registrations in the United States Trademark Office, if the Borrower or the applicable Guarantor has provided the Agent and the Lenders with a written statement giving the reasons why such steps are not necessary and why such failure to maintain such trademark or tradename would not result in a Material Adverse Change.
LICENSES; TRADEMARKS. (i) Maintain at all times, and cause each Subsidiary of the Company or any Guarantor to maintain at all times, all licenses or permits necessary to the conduct of its business or as may be required by any governmental agency or instrumentality thereof, except for such licenses or permits where the failure to so maintain would not be reasonably likely to result in a Material Adverse Change, and take all steps necessary to maintain the exclusive ownership of, and the rights to, all trademarks and tradenames listed in Exhibit D-8 to this Agreement; provided, however, that the Company and the Guarantors shall not be required to take such steps, including, without limitation the renewal or continuation of trademark or tradename registrations in the United States Trademark Office, if the Company or the applicable Guarantor has provided the Collateral Agent and the Lenders with a written statement giving the reasons why such steps are not necessary and why such failure to maintain such trademark or tradename would not result in a Material Adverse Change.
(ii) Promptly advise the Collateral Agent and the Lenders of the acquisition or creation, after the date of this Agreement, by the Company or any of its Subsidiaries of any additional or new trademarks or tradenames (the "New Trademarks") and upon the request of the Collateral Agent or the Required Lenders, take, and cause any Subsidiary to take, all steps necessary or desirable to grant to the Collateral Agent, on behalf of the Secured Parties (as such term is defined in the Intercreditor Agreement), and perfect, a security interest in the New Trademarks, including but without limitation, the filing of one or more Trademark Security Agreements in the United States Patent and Trademark Office.
LICENSES; TRADEMARKS. (i) Maintain at all times, and cause each Subsidiary of the Borrower or any Guarantor to maintain at all times, all licenses or permits necessary to the conduct of its business or as may be required by any governmental agency or instrumentality thereof, except for such licenses or permits where the failure to so maintain would not be reasonably likely to result in a Material Adverse Change and take all steps necessary to maintain the exclusive ownership of, and the rights to, all trademarks and tradenames listed in Schedule 4.01(v) to this Agreement, provided however that the Borrower and the Guarantors shall not be required to take such steps, including, without limitation the renewal or continuation of trademark or tradename registrations in the United States Trademark Office, if the Borrower or the applicable Guarantor has provided the Collateral Agent, the Agent, the Lenders and the Senior Note Holders with a written statement giving the reasons why such steps are not necessary and why such failure to maintain such trademark or tradename would not result in a Material Adverse Change.
(ii) Promptly advise the Collateral Agent, the Agent and the Lenders of the acquisition or creation, after the date of this Agreement, by the Borrower or any of its Subsidiaries of any additional or new trademarks or tradenames (the "New Trademarks") and upon the request of the Collateral Agent or the Agent, take, and cause any Subsidiary to take, all steps necessary or desirable to grant to the Collateral Agent, on behalf of itself, the Agent, the Lenders and the Senior Note Holders, and perfect, a security interest in the New Trademarks, including but without limitation, the filing of one or more Trademark Collateral Assignment and Security Agreements in the United States Patent and Trademark Office.
