Absence of Liens The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets.
Ownership and Liens Borrower has title to, or valid leasehold interests in, all of its properties and assets, real and personal, including the properties and assets and leasehold interest reflected in the financial statements referred to in Section 5.4, and none of the properties and assets owned by Borrower, and none of its leasehold interests, are subject to any lien, except the Permitted Liens.
Ownership and Use (A) Unless CITY states otherwise in writing, each document— including, but not limited to, each report, draft, record, drawing, or specification (collectively, “work product”)— that CONSULTANT prepares, reproduces, or causes its preparation or reproduction for this Agreement is CITY’s exclusive property.
(B) CONSULTANT acknowledges that its use of the work product is limited to the purposes contemplated by the Scope of Work. CONSULTANT makes no representation of the work product’s application to, or suitability for use in, circumstances not contemplated by the Scope of Work.
Ownership and Licenses 6.1 Except as otherwise explicitly licensed or transferred as provided herein, each party will, as between it and the other party hereto, retain ownership of any and all inventions, copyrights, trade secrets, know-how, patent rights and other technology and rights to the extent conceived or developed by its personnel or contractors (other than the other party hereto). Neither party makes any grant of rights by implication.
6.2 Except as otherwise provided herein, each party shall be responsible, as it shall determine, for the filing and prosecution of any and all patent applications with respect, in whole or in part, to its own intellectual property and for the maintenance of any available patent protection with respect thereto; provided however, that neither party commits that any such patent protection will be available or continuous hereunder. If one party believes that an application for a patent in the Territory should be filed with respect to any invention of the other party hereunder related to the Designated Product, it may so notify such other party, and the parties will cooperate in the investigation of the propriety of such an application, taking into account the respective interests of the parties and the anticipated costs and benefits of such patent protection.
6.3 Penwest hereby grants to Mylan and its Affiliates a license under the Penwest Patents, the Joint Developments, and Penwest's Confidential Technology disclosed to Mylan hereunder to make, have made, use and sell the Designated Product in the Territory during the License Term. Such license shall be exclusive for such purposes as to the Penwest Patents listed in Exhibit within the Exclusive Territory and shall be non-exclusive in the Non-Exclusive Territory. Such license does not extend to the making of TIMERx or Formulated TIMERx, but does cover the incorporation of the same into the Designated Product. Mylan shall have no right to grant sublicenses hereunder without the prior written consent of Penwest, which consent may be withheld in Penwest's discretion as to sublicenses in the Exclusive CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS Territory, but will not be unreasonably withheld as to sublicenses in the NonExclusive Territory. Penwest will, throughout the License Term, promptly notify Mylan of all Penwest Patents referred to in Subsection and provide Mylan with access to all of the same, solely for use within the scope of the license stated in this section.
6.4 Mylan hereby grants to Penwest and its Affiliates a nonexclusive, paid-up, worldwide license, with right to sublicense, under any and all patents, patent applications, trade secrets, copyrights, and other intellectual property rights of any sort owned or controlled by Mylan or its Affiliates or sublicensees, to make, have made, use and sell Formulated TIMERx during the License Term, if and to the extent such license is necessary for Penwest to do so as agreed hereunder. Penwest and its Affiliates shall have the right to grant sublicenses of its rights hereunder to an alternate supplier as and for the purposes described in Section , but shall otherwise have no right to grant sublicenses hereunder without the prior written consent of Mylan, which consent shall not be unreasonably withheld.
6.5 Subject to and conditional upon the failure of Penwest (or the alternate supplier) to meet Mylan's and its Affiliates' and sublicensees' requirements as provided in Section , Penwest grants to Mylan a nonexclusive, worldwide license under the TIMERx Production Technology to make and have made Formulated TIMERx solely for use in the Designated Product for sale in the Territory during the License Term. Mylan shall have no right to grant sublicenses of its rights hereunder (whether to Affiliate(s) or otherwise) without the prior written consent of Penwest, which consent shall not be unreasonably withheld.
6.6 Mylan acknowledges that Penwest and its Affiliates, for itself and for others, applies, and will seek to apply, TIMERx to products other than the Designated Product. No provision hereof, and no exclusivity hereunder, shall prevent Penwest from so applying TIMERx or Formulated TIMERx, so long as the end product is not the Designated Product hereunder.
6.7 Mylan hereby grants to Penwest and its Affiliates a nonexclusive, worldwide license, with right to sublicense, under any and all Mylan Improvements, to make, have made, use and sell any products or services using or based upon TIMERx or related technology, other than Designated Products in the Territory during the License Term. Such license shall require the payment of a reasonable royalty to Mylan if any commercial sales are made under such license. Penwest shall notify Mylan at least *********** prior to granting any sublicense to the rights under this section (other than to a Penwest Affiliate), and shall consult with Mylan as to the CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS propriety of such sublicense if Mylan, within such ********** period, notifies Penwest of Mylan's belief, on reasonable grounds stated in such notice, that such a sublicense would have a substantial adverse effect on Mylan or its business. Mylan will, throughout the License Term, promptly notify Penwest of all Mylan Improvements and provide Penwest with access to all of the same, solely for use within the scope of the license stated in this section.
6.8 In recognition of the parties' cooperative efforts with respect to the Joint Developments, it is agreed that each party and its Affiliates shall have the nonexclusive, worldwide right and license, with right to sublicense, under the Joint Developments, to make, have made, use and sell any products or services (other than the Designated Product by Penwest or its Affiliates in the Exclusive Territory during the License Term); provided, however. ******************************************************************************** ******************************************************************************** ********** Each party shall promptly notify the other of any such licenses or sublicenses of any Joint Developments. Each party will, throughout the License Term, promptly notify the other of all Joint Developments and provide such other party with access to all of the same.
6.9 Mylan hereby grants Penwest and its Affiliates a nonexclusive license under all rights of Mylan and its Affiliates and sublicensees in and to that portion of the Mylan Test and Regulatory Data that is disclosed or provided to Penwest hereunder, to use the same for purposes of complying with governmental requirements of any country, other than with respect to the Designated Product for marketing or use in the Territory. Such license shall be on a paid-up, royalty-free basis as to Penwest and its Affiliates, and as to any of the Available Portion of the Mylan Test and Regulatory Data (whether as to Penwest or others), but shall ************************************************ if any but the Available Portion is used by any other party under a sublicense from Penwest or its Affiliate. Penwest shall notify Mylan at least ********* prior to granting any sublicense to the rights under this section (other than to a Penwest Affiliate or as to the Available Portion), and shall consult with Mylan as to the propriety of such sublicense if Mylan, within such ******** period, notifies Penwest of Mylan's belief, on reasonable grounds stated in such notice, that such a sublicense would have a substantial adverse effect on Mylan or its business. Mylan hereby consents to Penwest's and its Affiliates' and sublicensees' cross-referencing, in any filings that are essentially the equivalent of the sorts of filings that are termed "ANDA" or "NDA" filings if made with the FDA, made by them within the scope of such license, any ANDA or NDA filing made or FDA master file created by Mylan or its Affiliates or sublicensees relating to or containing any of the Mylan Test and Regulatory Data. The license under this section CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS shall survive any termination or expiration of the term of this Agreement, except a termination under Section due to an uncured breach by Penwest. Mylan will, throughout the License Term and solely for use within the scope of the license stated in this section, promptly provide to Penwest copies of all of the Deliverable Portion of the Mylan Test and Regulatory Data in or coming into Mylan's possession or otherwise reasonably available to it.
6.10 Penwest hereby grants Mylan and its Affiliates (with right to sublicense only to sublicensees under Section , as approved by Penwest) a nonexclusive, paid-up license under all rights of Penwest and its Affiliates in and to the Penwest Test and Regulatory Data to use the same for purposes of complying with governmental requirements, but solely with respect to the Designated Product for marketing or use in the Territory. Penwest hereby consents to Mylan's and its Affiliates' and such sublicensees' cross-referencing, in any ANDA or NDA filings made by them within the scope of such license, any ANDA or NDA filing made or FDA master file created by Penwest or its Affiliates relating to or containing any of the Penwest Test and Regulatory Data. The license and rights under this section shall survive any termination or expiration of the term of this Agreement, except a termination under Section due to an uncured breach by Mylan. Penwest will, throughout the License Term and solely for use within the scope of the license stated in this section, promptly provide to Mylan copies of all of the Penwest Test and Regulatory Data in or coming into Penwest's possession or otherwise reasonably available to it.
6.11 Each party agrees to mark xxx to have marked by its Affiliates and sublicensees (if any) every product manufactured, used or sold by it or its Affiliates or sublicensees in accordance with the laws of the United States or other applicable nation relating to the marking of patented articles with notices of patent.
6.12 Any dispute concerning ************************************** ******************************************************************************** **************** Each party hereto shall afford, to the extent permissible under its agreements with the third parties, the other party hereto the same audit rights that such party obtains from its licensees or sublicensees with respect to any of the rights described in such sections.
Title to Properties; Absence of Liens and Encumbrances (a) The Acquiror Schedules list each item of real property consisting of over 15,000 square feet owned by Acquiror. The Acquiror Schedules list all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror is a party and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) that would give rise to a claim in an amount greater than $100,000.
(b) Acquiror has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in Acquiror Financials or in the Acquiror Schedules and except for liens for taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby.
Certification Regarding Prohibition of Certain Terrorist Organizations (Tex Gov. Code 2270) Certification Regarding Prohibition of Boycotting Israel (Tex. Gov. Code 2271) 5 Certification Regarding Prohibition of Contracts with Certain Foreign-Owned Companies (Tex. Gov. 5 Code 2274) 5 Certification Regarding Prohibition of Discrimination Against Firearm and Ammunition Industries (Tex.
OWNERSHIP AND USE OF DOCUMENTS 1.3.1 All drawings, specifications, estimates, and all other documents, including shop drawings and calculations, prepared at any time in connection with the Project, shall, upon payment for services in connection therewith, become the sole property of the State.
Absence of Certain Changes, Events and Conditions Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any:
(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) amendment of the charter, by-laws or other organizational documents of the Company;
(c) split, combination or reclassification of any shares of its capital stock;
(d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock;
(e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock;
(f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements;
(g) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;
(h) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation, discharge or payment of any [material] debts, liens or entitlements;
(i) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property;
(j) any capital investment in, or any loan to, any other Person;
(k) acceleration, termination, material modification or amendment to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound;
(l) any material capital expenditures;
(m) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible;
(n) adoption, modification or termination of any: (i) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral;
(o) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and employees;
(p) entry into a new line of business or abandonment or discontinuance of existing lines of business;
(q) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;
(r) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; or
(s) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.
Required Filings; Absence of Certain Commission Actions If filing of the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such issuer free writing prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any issuer free writing prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any issuer free writing prospectus or otherwise) shall have been complied with to your satisfaction.
Absence of Certain Developments Except as expressly contemplated by the Transaction Agreements or as set forth on the attached Developments Schedule, and except as disclosed in the Issuer SEC Reports filed prior to the date of this Agreement, since the date of the Latest Balance Sheet, neither the Issuer nor any Subsidiary has:
(i) issued any notes, bonds or other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities;
(ii) borrowed any amount in excess of $250,000 or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business;
(iii) discharged or satisfied any material Lien or paid any material obligation or liability, other than current liabilities paid in the ordinary course of business;
(iv) declared or made any payment or distribution of cash or other property to its stockholders with respect to its capital stock or other equity securities or purchased or redeemed any shares of its capital stock or other equity securities (including, without limitation, any warrants, options or other rights to acquire its capital stock or other equity securities;
(v) mortgaged or pledged any of its properties or assets or subjected them to any material Lien, except Liens for current property taxes not yet due and payable;
(vi) sold, assigned or transferred any of its tangible assets in excess of $50,000 individually or $250,000 in the aggregate or any interest in any Subsidiary, except in the ordinary course of business, or canceled any material debts or claims;
(vii) sold, assigned, transferred or abandoned any material patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other Intellectual Property Rights, or disclosed any material proprietary confidential information to any Person;
(viii) suffered any material extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice;
(ix) made any Investment in or taken steps to incorporate any Subsidiary; or
(x) entered into any other material transaction, other than in the ordinary course of business.