material Software. The Company or a Company Subsidiary solely and exclusively owns all right, title, and interest in and to all material Intellectual Property set forth or required to be set forth in Section 4.13(a) of the Company Disclosure Letter, free and clear of all Liens except for Permitted Liens.
material Software. Section 5.7(a)
material Software. All material Acquired Intellectual Property is valid, subsisting and enforceable, and The Trayport Companies are the sole and exclusive owner of the Owned Intellectual Property free and clear of all Liens (other than Permitted Liens).
material Software. Section 4.9(d) of Seller's Disclosure Schedule contains an accurate and complete list, together with a designation of ownership, of all Software material to the operation of the Business, including as conducted at or prior to Closing or as Proposed to be Conducted by Seller.
material Software. SCHEDULE 4.10(b) TO GUARANTEE AND COLLATERAL AGREEMENT
material Software. All Trademarks listed on Section 2.14(b) of the Seller Disclosure Schedule have been in continuous use by the Seller since their adoption by the Seller.
material Software. The Company or a Subsidiary is the sole and exclusive beneficial and record owner of all of the Intellectual Property set forth in Section 3.13(b) of the Company Disclosure Schedule, and all such Intellectual Property is subsisting and, to the knowledge of the Company, valid and enforceable.
material Software. The Company shall use commercially reasonable efforts to deliver to Parent (i) an accurate and complete listing of all material software owned, licensed or used by the Company or any Company Subsidiary, other than (A) any embedded systems residing in, or controlling, any equipment or fixtures or (B) any commercial, off-the-shelf software and (ii) a list of all Owned Intellectual Property which the Company or any Company Subsidiary has licensed to other Persons (other than through customer agreements, purchase orders and other revenue earning Contracts entered into in the ordinary course). Section 7 Conditions Precedent to the Obligation of the Parties to Consummate the Merger
material Software. The Sellers are the sole and exclusive owners of all right, title and interest in and to the Owned Company Intellectual Property and have the right to sell, transfer and otherwise assign free and clear of all Liens, except for Permitted Liens, all of the Owned Company Intellectual Property except where the failure to have such sole and exclusive ownership or such right, title or interest would not be and would not reasonably be expected to be, individually or in the aggregate, materially adverse to either Seller, the Sellers taken as a whole or the conduct of the Business. Except as set forth on Schedule 3.12(a)(vi), the Licensed Intellectual Property and the Owned Company Intellectual Property constitute all of the Intellectual Property that is necessary to conduct the Business as currently conducted.
material Software. Software licensed pursuant to the Company IP Licenses and Excluded IP Licenses, as applicable, and the iNautix Agreement.
