Ownership and Right to Use. Except as set forth on Schedule 3.19(a), the Seller either (i) owns the entire right, title and interest in and to the Purchased Proprietary Rights, free and clear of any Lien other than Permitted Liens, or (ii) has the perpetual, royalty-free right to use the same. Schedule 3.19
(a) contains a true, correct and complete list of all Purchased Proprietary Rights that are licensed to the Seller pursuant to a written agreement or, in the absence of a written agreement, provides a summary of the material terms of such unwritten agreement. Except as disclosed in Schedule 3.19(a), the Seller does not have any obligation to pay any fee to any Person for any Purchased Proprietary Right used by the Seller in connection with the Business. The Seller is not in breach in any material respect of any Contract for the Purchased Proprietary Rights. There is no Seller Contract, other than those Contracts listed in Schedule 3.19(a), that grants any Person a license in any Purchased Proprietary Rights of the Seller or that imposes any restriction on the Seller’s use of the Purchased Proprietary Rights.
Ownership and Right to Use. 6 6. CONSIDERATION............................................................................................6
Ownership and Right to Use. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) each item of Company Owned Intellectual Property is exclusively owned by the Company or any of its Subsidiaries free and clear of any claim, lien or encumbrance (other than Permitted Encumbrances), (ii) the Company and its Subsidiaries have sufficient rights to use all of the Intellectual Property used in their respective businesses as presently conducted and (iii) all Company Owned Intellectual Property is valid and subsisting, and has not lapsed or been abandoned, disclaimed, dedicated to the public, cancelled or forfeited, in whole or in part by any of the Company or its Subsidiaries.
Ownership and Right to Use. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, (i) each item of Parent Owned Intellectual Property is exclusively owned by Parent or its Subsidiaries free and clear of any claim, lien or encumbrance (other than Permitted Encumbrances), (ii) Parent and its Subsidiaries have sufficient rights to use all of the Intellectual Property used in their respective businesses as presently conducted and (iii) all Parent Owned Intellectual Property is valid and subsisting, and has not lapsed or been abandoned, disclaimed, dedicated to the public, cancelled or forfeited, in whole or in part by any of Parent or its Subsidiaries.
Ownership and Right to Use. The Seller owns, has been granted a license to use or otherwise has the right to use all of the Purchased Proprietary Rights. The Purchased Proprietary Rights constitute all of the Proprietary Rights used by the Seller in connection with the Product Line. Except as set forth in Section 3.11(a) of the Disclosure Schedule, the Seller does not have, and the Buyer will not have upon the Closing, (i) any contractual limitation or restriction on its right to use any Purchased Proprietary Right, (ii) any obligation to pay any royalty or other fee to any Person relating to any Purchased Proprietary Right or (iii) any obligation to any other Person to register, protect or otherwise take any action with respect to any Purchased Proprietary Right. There is no agreement or commitment on the part of the Seller that grants any Person a license in any Purchased Proprietary Right.
Ownership and Right to Use. ALHC and the ALHC Subsidiaries own, or are licensed or otherwise possesses legally enforceable rights to use, all patents, trade names, service marks, copyrights, and any applications therefor, technology, know-how, computer software programs or applications, and tangible or intangible proprietary information or material that are used in the business of ALHC and the ALHC Subsidiaries as currently conducted, except as could not reasonably be expected to have a Material Adverse Effect.
Ownership and Right to Use. All Corporate Intellectual Property is:
(a) legally, beneficially and exclusively owned by a Group Company and is free from all licences and Encumbrances except as set out in the Disclosure Letter; or
(b) lawfully used by the Group under a valid and subsisting licence from a third party in favour of the Group.
Ownership and Right to Use. We warrant to you that: a. We are the owner of all right, title and interest in and to the Proprietary Marks; b. We have granted to you the non-exclusive right to use the Proprietary Marks in connection with the operation of your FRULLATI CAFE AND BAKERY Franchised Business; c. We have taken and will take all steps reasonably necessary to preserve and protect our rights in the Proprietary Marks; and d. We will only use and permit you and other persons to use the Proprietary Marks in accordance with the System and its standards and specifications.
Ownership and Right to Use. The Company owns, has been granted a license to use or otherwise has the right to use all of the Intellectual Property that it uses, or holds for use, in its business (the “Company Proprietary Rights”).
Ownership and Right to Use. The Company owns, or is licensed or otherwise possesses legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights, and any applications therefor, technology, know-how, computer software programs or applications, and tangible or intangible proprietary information or material that are used in the business of the Company as currently conducted, except where such lack of ownership, license or other rights to use would not reasonably be expected to result in a Material Adverse Change.
