Common use of Ownership Claims Clause in Contracts

Ownership Claims. Except as set forth on the attached Schedule 4.10, ATG owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on the attached Schedule 4.10 which are necessary or desirable for the operation of ATG's business as presently conducted and as presently proposed to be conducted, and ATG has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. To the best of Sellers' Knowledge, the owners of the Proprietary Rights licensed to ATG have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses. Except as indicated on the attached Schedule 4.10: (i) ATG owns or has the right to use all of the Proprietary Rights described on such Schedule and each other Proprietary Right which is material to the conduct of the Business (in each case free and clear of all Liens and free of all claims to the use by others), (ii) there have been no claims made against ATG asserting the invalidity, misuse or unenforceability of any of such Proprietary Rights, and there are no grounds known to Sellers for any such claim, (iii) ATG has not received any notice of (nor is it aware of any facts which indicate a likelihood of) any infringement or misappropriation by, or conflict with, any Person with respect to any of such Proprietary Rights (including any demand or request that ATG license rights from any Person), (iv) to the best of Sellers' Knowledge, the conduct of the Business has not infringed or misappropriated, and does not infringe or misappropriate in any material respect, any proprietary right of any other Person, nor would Purchasers' conduct of the Business as presently conducted infringe or misappropriate in any material respect any proprietary right of any other Person, (v) to the best of Sellers' Knowledge, such Proprietary Rights have not been infringed or misappropriated in any material respect by any other Person, and (vi) the consummation of the transactions contemplated by this Agreement will have no adverse effect on any such Proprietary Right.

Ownership Claims. Except as set forth on the attached Schedule 4.10, ATG The Company believes that it owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on the attached Schedule 4.10 4.12 (a) which are necessary or desirable for the operation of ATGthe Company's business and is not aware of rights which it does not own or possess which it believes are necessary for its business as presently conducted and as presently proposed to be conducted, and ATG the Company has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. To the best of Sellers' Knowledge, The Company believes that the owners of the Proprietary Rights licensed to ATG the Company have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses. Except as indicated on licenses in the attached Schedule 4.10:United States and in the United Kingdom. (i) ATG The Company owns in the entirety or has the right to use all of the Proprietary Rights described on such Schedule and each other Proprietary Right which is material to the conduct of the Business (in each case free and clear of all Liens and free of all claims to the use by others),. (ii) there There have been no claims made against ATG the Company asserting the invalidity, misuse or unenforceability of any of such Proprietary Rights, and there are no grounds known to Sellers the Company for any such claim,. (iii) ATG Except as set forth on Schedule 4.12(b), the Company has not received any notice of (nor is it aware of any facts which indicate a likelihood of) any infringement or misappropriation by, or conflict with, any Person with respect to any of such Proprietary Rights (including any demand or request that ATG the Company license rights from any Person),. (iv) to the best of Sellers' Knowledge, the The conduct of the Business has not infringed infringed, misappropriated, or misappropriatedviolated, and does not infringe infringe, misappropriate or misappropriate violate in any material respect, any proprietary right of any other Person, nor would Purchasers' conduct of the Business as presently conducted infringe infringe, misappropriate or misappropriate violate in any material respect any proprietary right of any other Person,. (v) to To the best Knowledge of Sellers' Knowledgethe Company, such Proprietary Rights have not been infringed infringed, misappropriated or misappropriated violated in any material respect by any other Person, and. (vi) the The consummation of the transactions contemplated by this Agreement will have no adverse effect on any such Proprietary Right.

Ownership Claims. Except as set forth on the attached Schedule 4.10, ATG Base Ten owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on the attached Schedule 4.10 3.14 (a) which are necessary or desirable for the operation of ATGBase Ten's business as presently conducted and as presently proposed to be conducted, and ATG Base Ten has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. To the best of Sellers' Knowledge, the The owners of the Proprietary Rights licensed to ATG Base Ten have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses. Except as indicated on the attached Schedule 4.10:. (i) ATG Base Ten owns in the entirety or has the right to use all of the Proprietary Rights described on such Schedule 3.14(a) and each other Proprietary Right which that is material to the conduct of the Business business of Base Ten (in each case free and clear of all Liens and free of all claims to the use by others),; (ii) there have been no claims made against ATG Base Ten asserting the invalidity, misuse or unenforceability of any of such Proprietary Rights, and there are no grounds known to Sellers Base Ten for any such claim,; (iii) ATG except as set forth on Schedule 3.14(b), Base Ten has not received any notice of (nor and is it not aware of any facts which that indicate a likelihood of) any infringement or misappropriation by, or conflict with, any Person with respect to any of such Proprietary Rights (including any demand or request that ATG Base Ten license rights from any Person), (iv) to the best of Sellers' Knowledge, the conduct of the Business business of Base Ten has not infringed infringed, misappropriated or misappropriatedviolated, and does not infringe infringe, misappropriate or misappropriate violate in any material respect, any proprietary right of any other Person, nor would Purchasers' conduct of the Business as presently conducted infringe or misappropriate in any material respect any proprietary right of any other Person,; (v) except as set forth on Schedule 3.14(b), to the best Knowledge of Sellers' KnowledgeBase Ten, such Proprietary Rights have not been infringed infringed, misappropriated or misappropriated violated in any material respect by any other Person, ; and (vi) the consummation of the transactions contemplated by this Agreement will have no adverse effect on any such Proprietary Right.

Ownership Claims. Except as set forth on the attached Schedule 4.10Proprietary Rights Schedule, ATG each Seller owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on the attached Schedule 4.10 which are necessary or desirable for the operation of ATGsuch Seller's business as presently conducted and as presently proposed to be conducted, and ATG such Seller has taken all necessary actions to maintain and protect its interest in all the Proprietary RightsRights which it owns and uses. To the best of Sellers' each Seller's Knowledge, the owners of the Proprietary Rights licensed to ATG such Seller have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses. Except as indicated on the attached Schedule 4.10Proprietary Rights Schedule: (i) ATG each Seller owns or has the right all right, title, and interest in and to use all of the Proprietary Rights described on such Schedule and each other Proprietary Right which is material to the conduct of the ICMS Business, the BRTI Business or the SWLP Business, as applicable (in each case free and clear of all Liens and free of all claims to the use by othersLiens), (ii) there have been no claims made against ATG any Seller asserting the invalidity, misuse or unenforceability of any of such Proprietary Rights, and there are no grounds known to Sellers for any such claim, (iii) ATG no Seller has not received any notice of (nor is it aware of any facts which indicate a likelihood of) any infringement or misappropriation by, or conflict with, any Person with respect to any of such the Proprietary Rights (including any demand or request that ATG such Seller license rights from any Person), (iv) to the best of Sellers' Knowledge, the conduct of the ICMS Business, the BRTI Business and the SWLP Business has not infringed or misappropriated, and does not infringe or misappropriate in any material respectmisappropriate, any proprietary right of any other Person, nor would Purchasers' the Purchaser's conduct of the ICMS Business, the BRTI Business or the SWLP Business as presently conducted infringe or misappropriate in any material respect any proprietary right of any other Person, (v) to the best of the Sellers' Knowledge, such the Proprietary Rights used in connection with the ICMS Business, the BRTI Business and the SWLP Business, as applicable, have not been infringed or misappropriated in any material respect by any other Person, and (vi) the consummation of the transactions contemplated by this Agreement will have no adverse effect on any such Proprietary RightRight of any of the Sellers.

Ownership Claims. Except as set forth on the attached Schedule 4.103.10(b), ATG Seller (i) owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable licenselicense as indicated on Schedule 3.10(a)) all Proprietary Rights Intellectual Property Assets described on the attached Schedule 4.10 3.10(a) which are necessary or desirable for the operation of ATG's business as presently conducted and as presently proposed to be conductedthe VMAF Business, and ATG has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. To the best of Sellers' Knowledge, the owners of the Proprietary Rights licensed to ATG have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses. Except as indicated on the attached Schedule 4.10: (iii) ATG owns or possesses (or has the right to use pursuant to a valid and enforceable license as indicated on Schedule 3.10(a)) all of the Proprietary Rights described on such Schedule and each other Proprietary Right Intellectual Property Assets which is are material to the conduct VMAF Business and necessary or desirable for the VMAF Business as presently conducted, including, without limitation, the right to market, sell, offer to sell, license and grant others the right to use, market, sell, or offer to sell, and license the Intellectual Property Assets, without any conflict with, infringement or misappropriation of the Business (Intellectual Property rights of others. Seller has taken all necessary or appropriate actions to maintain and protect in each case free a commercially reasonable manner its interests and clear of rights in all Liens and free of all claims to the use by others),Intellectual Property Assets. Except as set forth on Schedule 3.10(b): (iii) there are no outstanding claims which have been no claims made in writing or, to Seller's Knowledge, verbally, against ATG Seller, or, to Seller's Knowledge, against any customer of Seller, asserting the invalidity, misuse or unenforceability of any of such Proprietary Rightsthe Intellectual Property Assets or that the Intellectual Property Assets or the VMAF Business in any manner infringe, and there are no grounds known to Sellers for violate or involve the misappropriation of the Intellectual Property or other proprietary rights of any such claimother Person, (iiiii) ATG Seller has not received any outstanding written or, to Seller's Knowledge, verbal notice of (nor is it aware of any facts which indicate a likelihood of) any infringement or misappropriation by, or conflict with, any Person with respect to any of such Proprietary Rights the Intellectual Property Assets or the VMAF Business (including any demand or request that ATG Seller license rights from any PersonPerson or cease licensing or servicing any of its products or services), (iviii) to the best of Sellers' Knowledge, the conduct of the VMAF Business, including, without limitation, the use, sale, offer to sell, license and use by customers of the Intellectual Property Assets or other Intellectual Property used in the VMAF Business subject to VMAF Contracts, has not infringed infringed, misappropriated, or misappropriatedviolated, and does not infringe infringe, misappropriate or misappropriate in any material respectviolate, any proprietary right of any Intellectual Property or other Person, nor would Purchasers' conduct of the Business as presently conducted infringe or misappropriate in any material respect any proprietary right of any other Person, (viv) except as set forth on Schedule 3.10(b)(iv), and to the best Knowledge of Sellers' KnowledgeSeller, such Proprietary Rights none of the Intellectual Property Assets have not been infringed infringed, misappropriated or misappropriated in any material respect violated by any other Person, ; and (viv) except with respect to licenses of commercial off-the-shelf software, and except pursuant to the consummation licenses listed in Schedule 3.10(a), Seller is not required, obligated, or under any Liability whatsoever, to make any payments by way of royalties, fees or otherwise to any owner, licensor of, or other claimant to any Intellectual Property Assets or other third party, with respect to the use thereof or in connection with the conduct of the transactions contemplated VMAF Business as currently conducted or proposed by this Agreement will have no adverse effect on any such Proprietary RightSeller to be conducted.

Ownership Claims. Except as set forth on the attached Schedule 4.10, ATG The Company believes that it owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on the attached Schedule 4.10 4.12 (a) which are necessary or desirable for the operation of ATGthe Company's business and is not aware of rights which it does not own or possess which it believes are necessary for its business as presently conducted and as presently proposed to be conducted, and ATG the Company has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. To the best of Sellers' Knowledge, The Company believes that the owners of the Proprietary Rights licensed to ATG the Company have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses. Except as indicated on licenses in the attached Schedule 4.10:United States and in the United Kingdom. (i) ATG the Company owns in the entirety or has the right to use all of the Proprietary Rights described on such Schedule and each other Proprietary Right which is material to the conduct of the Business (in each case free and clear of all Liens and free of all claims to the use by others), (ii) there have been no claims made against ATG the Company asserting the invalidity, misuse or unenforceability of any of such Proprietary Rights, and there are no grounds known to Sellers the Company for any such claim, (iii) ATG the Company has not received any notice of (nor is it aware of any facts which indicate a likelihood of) any infringement or misappropriation by, or conflict with, any Person with respect to any of such Proprietary Rights (including any demand or request that ATG the Company license rights from any Person), (iv) to the best of Sellers' Knowledge, the conduct of the Business has not infringed infringed, misappropriated, or misappropriatedviolated, and does not infringe infringe, misappropriate or misappropriate violate in any material respect, any proprietary right of any other Person, nor would Purchasers' conduct of the Business as presently conducted infringe infringe, misappropriate or misappropriate violate in any material respect any proprietary right of any other Person, (v) to the best Knowledge of Sellers' Knowledgethe Company, such Proprietary Rights have not been infringed infringed, misappropriated or misappropriated violated in any material respect by any other Person, and (vi) the consummation of the transactions contemplated by this Agreement will have no adverse effect on any such Proprietary Right.

Ownership Claims. Except as set forth identified on the attached Schedule 4.103.10, ATG BUSA or a BUSA Subsidiary owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on the attached Schedule 4.10 which are necessary or desirable for the operation of ATGBUSA's business and the BUSA Subsidiaries' businesses as presently conducted and as presently proposed to be conducted, and ATG has taken all necessary actions to maintain and protect its interest in all BUSA or the Proprietary Rights. To the best of Sellers' Knowledge, the owners of the Proprietary Rights licensed to ATG BUSA Subsidiaries have taken all necessary actions to maintain and protect the registered Proprietary Rights which are subject to such licensesit owns and uses. Except as indicated identified on the attached Schedule 4.103.10: (i) ATG owns or has BUSA and the right BUSA Subsidiaries own all right, title, and interest in and to use all of the Proprietary Rights that they purport to own as described on such Schedule and each other Proprietary Right which is material to the conduct of the Business (in each case free and clear of all Liens and free of all claims to the use by othersLiens, other than Permitted Liens),; (ii) there have been no written claims made against ATG BUSA or any BUSA Subsidiary since January 1, 2000 asserting the invalidity, misuse or unenforceability of any of such Proprietary Rights, and to the Knowledge of BUSA, there are no grounds known to Sellers for any such claim,; (iii) ATG neither BUSA nor any BUSA Subsidiary has not received any written notice since January 1, 2000 of (nor is does it aware have Knowledge of any facts which indicate a reasonable likelihood of) any infringement or misappropriation by, or conflict with, any Person with respect to any of such the Proprietary Rights (including any written demand or request that ATG BUSA or any BUSA Subsidiary license rights from any Person),; (iv) to the best Knowledge of Sellers' KnowledgeBUSA, the conduct of the Business has not infringed or misappropriated, and does not infringe or misappropriate in any material respectmisappropriate, any proprietary right of any other Person, nor nor, to the Knowledge of BUSA, would Purchasers' IP's conduct of the Business as presently conducted infringe or misappropriate in any material respect any proprietary right of any other Person,; (v) to the best Knowledge of Sellers' KnowledgeBUSA, such the Proprietary Rights owned by BUSA or the BUSA Subsidiaries have not been infringed or misappropriated in any material respect by any other Person, ; and (vi) the consummation of the transactions contemplated by this Agreement Transactions will have no material adverse effect on any such Proprietary RightRight owned or licensed by BUSA or the BUSA Subsidiaries.

Ownership Claims. Except as set forth on the attached Schedule 4.10Proprietary Rights Schedule, ATG the Seller owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on the attached Schedule 4.10 which are necessary or desirable for the operation of ATG's business the Sprintank Business as presently conducted and as presently proposed to be conducted, and ATG has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. To the best of Sellers' Knowledge, the owners of the Proprietary Rights licensed to ATG have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses. Except as indicated on the attached Schedule 4.10Proprietary Rights Schedule: (i) ATG the Seller owns or has the right all right, title, and interest in and to use all of the Proprietary Rights described on such Schedule and each other Proprietary Right which is material to the conduct of the Sprintank Business (in each case free and clear of all Liens and free of all claims to the use by othersLiens), (ii) there have been no claims made against ATG the Seller asserting the invalidity, misuse or unenforceability of any of such Proprietary Rights, and to the Seller's Knowledge there are no grounds known to Sellers for any such claim, (iii) ATG the Seller has not received any notice of (nor is it aware of any facts which indicate a likelihood of) any infringement or misappropriation by, or conflict with, any Person with respect to any of such the Proprietary Rights (including any demand or request that ATG the Seller license rights from any Person), (iv) to the best of Sellers' Seller's Knowledge, the conduct of the Sprintank Business has not infringed or misappropriated, and does not infringe or misappropriate in any material respectmisappropriate, any proprietary right of any other Person, nor would Purchasers' the Purchaser's conduct of the Sprintank Business as presently conducted infringe or misappropriate in any material respect any proprietary right of any other Person, (v) to the best of Sellers' the Seller's Knowledge, such the Proprietary Rights used in connection with the Sprintank Business have not been infringed or misappropriated in any material respect by any other Person, and (vi) the consummation of the transactions contemplated by this Agreement will have no material adverse effect on any such Proprietary RightRight of the Seller.

Ownership Claims. Except as set forth on the attached Schedule 4.10, ATG TechSys owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on the attached Schedule 4.10 3.14 (a) which are necessary or desirable for the operation of ATG's TechSys' business as presently conducted and as presently proposed to be conducted, and ATG TechSys has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. To the best of Sellers' Knowledge, the The owners of the Proprietary Rights licensed to ATG TechSys have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses. Except as indicated on the attached Schedule 4.10:. (i) ATG TechSys owns in the entirety or has the right to use all of the Proprietary Rights described on such Schedule and each other Proprietary Right which is material to the conduct of the Business business of TechSys (in each case free and clear of all Liens and free of all claims to the use by others), (ii) there have been no claims made against ATG TechSys asserting the invalidity, misuse or unenforceability of any of such Proprietary Rights, and there are no grounds known to Sellers TechSys for any such claim, (iii) ATG TechSys has not received any notice of (nor and is it not aware of any facts which indicate a likelihood of) any infringement or misappropriation by, or conflict with, any Person with respect to any of such Proprietary Rights (including any demand or request that ATG TechSys license rights from any Person), (iv) to the best of Sellers' Knowledge, the conduct of the Business business of TechSys has not infringed infringed, misappropriated or misappropriatedviolated, and does not infringe infringe, misappropriate or misappropriate violate in any material respect, any proprietary right of any other Person, nor would Purchasers' conduct of the Business as presently conducted infringe or misappropriate in any material respect any proprietary right of any other Person,; (v) to the best Knowledge of Sellers' KnowledgeTechSys, such Proprietary Rights have not been infringed infringed, misappropriated or misappropriated violated in any material respect by any other Person, and (vi) the consummation of the transactions contemplated by this Agreement will have no adverse effect on any such Proprietary Right.

Ownership Claims. Except as set forth on the attached Schedule 4.10, ATG The Company believes that it owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on the attached Schedule 4.10 4.12(a) which are necessary or desirable for material to the operation of ATG's the Company’s business and is not aware of rights which it does not own or possess which it believes are material to its business as presently conducted and as presently proposed to be conducted, and ATG the Company has taken all necessary actions to maintain and protect its interest in all the Proprietary RightsRights disclosed on Schedule 4.12(a). To the best knowledge of Sellers' Knowledgethe Company, the owners of the Proprietary Rights licensed to ATG the Company have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses. Except as indicated on licenses in the attached Schedule 4.10:United States and in the United Kingdom. (i) ATG To the Knowledge of the Company, the Company owns in the entirety or has the right to use all of the Proprietary Rights described on such Schedule and each other Proprietary Right which is material to the conduct of the Business (in each case free and clear of all Liens and free of all claims to the use by others),. (ii) Except as set forth on Schedule 4.12(b), there have been no claims made against ATG the Company asserting the invalidity, misuse or unenforceability of any of such Proprietary Rights, and there are no grounds known to Sellers the Company for any such claim,. (iii) ATG Except as set forth on Schedule 4.12(b), the Company has not received any notice of (nor is it aware of any facts which indicate a likelihood of) any infringement or misappropriation by, or conflict with, any Person with respect to any of such Proprietary Rights (including any demand or request that ATG the Company license rights from any Person),. (iv) to To the best Knowledge of Sellers' Knowledgethe Company, the conduct of the Business has not infringed infringed, misappropriated, or misappropriatedviolated, and does not infringe infringe, misappropriate or misappropriate violate in any material respect, any proprietary right of any other Person, nor nor, to the Knowledge of the Company, would Purchasers' ’ conduct of the Business as presently conducted infringe infringe, misappropriate or misappropriate violate in any material respect any proprietary right of any other Person,. (v) to To the best Knowledge of Sellers' Knowledgethe Company, such Proprietary Rights have not been infringed infringed, misappropriated or misappropriated violated in any material respect by any other Person, and. (vi) the The consummation of the transactions contemplated by this Agreement will have no adverse effect on any such Proprietary Right.