Ownership of Proprietary Assets. Each of the Group Companies owns all right, title and interest in and to, free and clear of all Liens, or has all necessary and valid rights to use, all of the Proprietary Assets, and no item of Proprietary Assets is subject to any outstanding injunction, judgment, order, decree, ruling or charge. Each of the Proprietary Assets is valid, enforceable, and subsisting, in full force and effect, and has not been cancelled, expired or abandoned. None of the Warrantors is aware of any notice, claim or assertion that any item of Proprietary Assets is invalid and is aware of any actual, threatened or pending claim, action, opposition, re-examination, interference or cancellation proceeding with respect thereto. Section 5.8.1 of the Disclosure Schedule sets forth a complete and accurate list of each item of Proprietary Assets, including without limitation the Proprietary Assets owned by each Group Company which is a patent, patent application, registered trademark or service xxxx (or applications and renewals thereof), material unregistered trademark or service xxxx (including domain name registrations), trade name, domain name, registered copyright (or applications and renewals thereof), material unregistered copyright and Software.
Ownership of Proprietary Assets. Each of the Group Companies owns all right, title and interest in and to, free and clear of all Liens, or has all necessary and valid rights to use, all of the material Proprietary Assets, and no item of Proprietary Assets is subject to any outstanding injunction, judgment, order, decree, ruling or charge. Each Proprietary Assets owned by the Group Companies is valid, enforceable, and subsisting, in full force and effect, and has not been cancelled, expired or abandoned. To the Knowledge of the Warrantors, none of the Warrantors is aware of any notice, claim or assertion that any item of Proprietary Assets owned by the Group Companies is invalid and is aware of any actual, threatened or pending claim, action, opposition, re-examination, interference or cancellation proceeding with respect thereto.
Ownership of Proprietary Assets. Each of the BabyCare Companies owns all right, title and interest in and to, free and clear of all Encumbrances, or has all necessary and valid rights to use, all of the Proprietary Assets, and no item of Proprietary Assets is subject to any outstanding injunction, judgment, order, decree, ruling or charge. Except as set forth in Section 3.11(a) of the Seller Disclosure Schedule, each Proprietary Assets is valid, enforceable, and subsisting, in full force and effect, and has not been cancelled, expired or abandoned. To the Seller’s Knowledge, there exists no notice, claim or assertion that any item of Proprietary Assets is invalid and is aware of any actual, threatened or pending claim, action, opposition, re-examination, interference or cancellation proceeding with respect thereto. Section 3.11(a) of the Seller Disclosure Schedule contains a complete and accurate list of each item of Proprietary Assets, including without limitation the Proprietary Assets owned by each BabyCare Company which is a patent, patent application, registered trademark or service xxxx (or applications and renewals thereof), material unregistered trademark or service xxxx (including domain name registrations), trade name, domain name, registered copyright (or applications and renewals thereof), material unregistered copyright and Software.
