Common use of Ownership Claims Clause in Contracts

Ownership Claims. 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 Schedule 4.12 (a) which are necessary or desirable for the operation of the 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 the Company has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. The Company believes that the owners of the Proprietary Rights licensed to the Company have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses in the United States and in the United Kingdom. (i) 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 the Company asserting the invalidity, misuse or unenforceability of any of such Proprietary Rights, and there are no grounds known to the Company for any such claim. (iii) 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 the Company license rights from any Person). (iv) The conduct of the Business has not infringed, misappropriated, or violated, and does not infringe, misappropriate or violate in any respect, any proprietary right of any other Person, nor would Purchasers' conduct of the Business as presently conducted infringe, misappropriate or violate in any respect any proprietary right of any other Person. (v) To the Knowledge of the Company, such Proprietary Rights have not been infringed, misappropriated or violated in any respect by any other Person. (vi) The consummation of the transactions contemplated by this Agreement will have no adverse effect on any such Proprietary Right.

Ownership Claims. The Company believes that it 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 Schedule 4.123.14 (a) which are necessary or desirable for the operation of the CompanyBase Ten'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 the Company Base Ten has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. The Company believes that the owners of the Proprietary Rights licensed to the Company Base Ten have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses in the United States and in the United Kingdomlicenses. (i) The Company 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 there have been no claims made against the Company Base Ten asserting the invalidity, misuse or unenforceability of any of such Proprietary Rights, and there are no grounds known to the Company Base Ten for any such claim.; (iii) Except except as set forth on Schedule 4.12(b3.14(b), the Company 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 the Company Base Ten license rights from any Person)., (iv) The the conduct of the Business business of Base Ten has not infringed, misappropriated, misappropriated or violated, and does not infringe, misappropriate or violate in any respect, any proprietary right of any other Person, nor would Purchasers' conduct of the Business as presently conducted infringe, misappropriate or violate in any respect any proprietary right of any other Person.; (v) To except as set forth on Schedule 3.14(b), to the Knowledge of the CompanyBase Ten, such Proprietary Rights have not been infringed, misappropriated or violated in any 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. The Company believes that it 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 4.12 (a) 4.10 which are necessary or desirable for the operation of the CompanyATG'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 the Company ATG has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. The Company believes that To the best of Sellers' Knowledge, the owners of the Proprietary Rights licensed to the Company ATG have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses in licenses. Except as indicated on the United States and in the United Kingdom.attached Schedule 4.10: (i) The Company ATG 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 the Company ATG asserting the invalidity, misuse or unenforceability of any of such Proprietary Rights, and there are no grounds known to the Company Sellers for any such claim., (iii) Except as set forth on Schedule 4.12(b), the Company 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 the Company ATG license rights from any Person)., (iv) The to the best of Sellers' Knowledge, the conduct of the Business has not infringed, infringed or misappropriated, or violated, and does not infringe, infringe or misappropriate or violate in any material respect, any proprietary right of any other Person, nor would Purchasers' conduct of the Business as presently conducted infringe, infringe or misappropriate or violate in any material respect any proprietary right of any other Person., (v) To to the Knowledge best of the CompanySellers' Knowledge, such Proprietary Rights have not been infringed, infringed or misappropriated or 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.