Ownership and Adequacy. Except as would not have or could not reasonably be expected to have a Material Adverse Effect, SAL xxns or, as of the Closing Date, will own, or has the right or, as of the Closing Date, will have the right to use all Intellectual Property necessary for the operation of the businesses of SAL xx presently conducted and as proposed to be conducted, or that is controlled or used, by and/or on behalf of SAL, xr in which SAL xxs any material interest whatsoever (the "SAL Xxtellectual Property"), except for Intellectual Property the absence of which would not have any Material Adverse Effect. SAL xxs taken all commercially reasonable action(s) to perfect its ownership of, maintain, protect, and safeguard all of the patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service marx xxplications, copyright registrations, copyright applications, domain names and licenses owned by SAL (xollectively, the "Registrations"). Each item of SAL Xxtellectual Property owned or used by SAL xxmediately prior to the Effective Time will be owned or available for use by Acquisition on identical terms and conditions immediately subsequent to the Closing hereunder. Section 4.27(a) of the SAL Xxsclosure Schedule lists and identifies all of the Registrations. True and correct copies of all of the Registrations (including all pending applications and application related documents and materials) owned, controlled or used by or on behalf of SAL xx in which SAL xxs any material interest, as amended prior to the Closing Date, have been provided or made available to JMAR. With respect to each item of SAL Xxtellectual Property:
Ownership and Adequacy. Cell-Matrix owns or has the right to use all Intellectual Property necessary or desirable for the operation of the business of Cell-Matrix as presently conducted and as proposed to be conducted, or that is controlled or used, by and/or on behalf of Cell-Matrix, or in which Cell-Matrix has any interest whatsoever ("Cell-Matrix Intellectual Property"). Cell-Matrix has taken all necessary, commercially reasonable, prudent, and desirable action(s) to perfect its ownership of, maintain, protect, and safeguard each item of Cell-Matrix Intellectual Property. Each item of Cell-Matrix Intellectual Property owned or used by Cell-Matrix immediately prior to the Effective Time will be owned or available for use by the Buyer on identical terms and conditions immediately subsequent to the Closing hereunder. Upon Closing, Buyer will succeed to all of Cell-Matrix's right, title and interest in and to Cell-Matrix Intellectual Property, including all rights, claims and damages regarding past infringements of Cell-Matrix Intellectual Property by any third party (and Cell Matrix's right to seek enforcement of all such rights to prevent the infringement or misappropriation thereof), free and clear of all liens, claims and Encumbrances. Section 4.26(a) of Cell-Matrix Disclosure Schedule lists and identifies all Cell-Matrix Intellectual Property. True and correct copies of all Cell-Matrix Intellectual Property (including all pending applications and application related documents and materials) owned, controlled or used by or on behalf of Cell-Matrix or in which Cell-Matrix has any interest whatsoever, as amended prior to the Closing Date, have been provided or made available to Buyer. Except as set forth in Section 4.26(a) of the Cell-Matrix Disclosure Schedule, with respect to each item of Cell-Matrix Intellectual Property:
