Owned IP and licences. The Owned IP, and any Fairly Disclosed Intellectual Property Rights licensed by a third party to the Target Companies, comprise all material Intellectual Property Rights required or used by the Target Companies in order to carry on the business of the Target Companies in the 12 months prior to the date of this Agreement. So far as the Seller is aware, the Owned IP is valid, enforceable and paid up and, so far as the Seller is aware, nothing has been done or omitted to be done by which it may cease to be valid and enforceable. In particular, so far as the Seller is aware, nothing is due to be done within 30 days of Closing, the omission of which would jeopardise the maintenance or prosecution of any Owned IP which is registered or the subject of an application for registration anywhere in the world.
