Ownership; Sufficiency. (a) Except as otherwise described in the disclosure Schedule with a reference to this Section, Seller is the owner, beneficially and of record, of all of the Assets, free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and restrictions, and Seller will transfer the Assets to Purchaser at the Closing, free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and restrictions.
Ownership; Sufficiency. Company T and its Subsidiaries own or have sufficient rights to use all Intellectual Property that is material to or necessary for the operation of their business. Except for Company T Intellectual Property, there are no other items of Intellectual Property that are material to or necessary for the operation of the business of Company T and its Subsidiaries. Company T or one of its Subsidiaries is the exclusive owner of all right, title and interest in and to each item of material Company T Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens and non-exclusive licenses granted in the ordinary course of business consistent with past practice), or any obligation to grant any Lien. Company T has a valid license to use the material Company T Licensed Intellectual Property in connection with and as used in the operation of the business of Company T and its Subsidiaries as currently conducted.
Ownership; Sufficiency. Each item of Company Intellectual Property will be owned or available for use by the Buyer, the Surviving Corporation and their respective subsidiaries immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing. The Company or a Subsidiary is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Security Interests and all joint owners of the Company Owned Intellectual Property are listed in Section 2.12(c) of the Disclosure Schedule. The Company Intellectual Property constitutes all Intellectual Property necessary (i) to Exploit the Customer Offerings in the manner conducted currently and currently contemplated by the Company and the Subsidiaries to be conducted in the future by the Company and the Subsidiaries, (ii) to Exploit the Internal Systems as they are currently used and currently contemplated to be used in the future by the Company and the Subsidiaries, and (iii) otherwise to conduct the Company’s business in all material respects in the manner currently conducted and currently contemplated by the Company and the Subsidiaries to be conducted in the future.
Ownership; Sufficiency. China Online has sufficient rights to use the China Online Intellectual Property in connection with the operation of the China Online Business, all of which rights shall survive unchanged the consummation of the transactions contemplated by the Transaction Documents. The China Online Intellectual Property includes all Intellectual Property used or held for use in connection with the operation of the China Online Business, and there are no other items of Intellectual Property that are material to or necessary for the operation of the China Online Business or for the continued operation of the China Online Business immediately after the Closing in substantially the same manner as operated prior to the Closing. The China Online Companies are the exclusive owner of all right, title and interest in and to each item of material China Online Owned Intellectual Property (other than Transferred Trademarks), free and clear of all Encumbrances (other than non-exclusive licenses granted in the ordinary course of business consistent with past practice), or any obligation to grant any Encumbrance. China Online has a valid license to use the material China Online Licensed Intellectual Property in connection with the operation of the China Online Business, subject only to the terms of the China Online IP Agreements.
Ownership; Sufficiency. CRIC has sufficient rights to use the CRIC Intellectual Property in connection with the operation of the CRIC Business, all of which rights shall survive unchanged the consummation of the transactions contemplated by the Transaction Documents. The CRIC Intellectual Property includes all Intellectual Property used or held for use in connection with the operation of the CRIC Business, and there are no other items of Intellectual Property that are material to or necessary for the operation of the CRIC Business or for the continued operation of the CRIC Business immediately after the Closing in substantially the same manner as operated prior to the Closing. CRIC is the exclusive owner of all right, title and interest in and to each item of material CRIC Owned Intellectual Property, free and clear of all Encumbrances (other than non-exclusive licenses granted in the ordinary course of business consistent with past practice), or any obligation to grant any Encumbrance. CRIC has a valid license to use the material CRIC Licensed Intellectual Property in connection with the operation of the CRIC Business, subject only to the terms of the CRIC IP Agreements.
Ownership; Sufficiency. The Company owns, or lawfully uses all Registered Intellectual Property Rights and all unregistered Intellectual Property Rights, which are required or used for carrying on its Business and/or are [***]. The Registered Intellectual Property Rights and unregistered Intellectual Property Rights referred to in the previous sentence are collectively referred to as the “Material Intellectual Property Rights”. Material Intellectual Property Rights includes all Intellectual Property Rights. “Intellectual Property Rights” means all intellectual property rights worldwide, including (i) all German, international and foreign patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (ii) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (iii) all copyrights, copyrights registrations, mask works, mask work registrations, and applications therefor, and all other rights corresponding thereto throughout the world; (iv) all domain names, universal resource locators and other names and locators associated with the Internet; (v) all industrial designs and any registrations and applications therefor throughout the world; (vi) all trade names, logos, common law trademarks and service marks, trademark and service xxxx registrations and applications therefor throughout the world; (vii) all databases and data collections and all rights therein throughout the world; (viii) all moral [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Ownership; Sufficiency. Except as would not have a DouYu Material Adverse Effect, (i) DouYu and its Subsidiaries own or have sufficient rights to use all Intellectual Property that is necessary for the operation of their business as currently conducted; (ii) DouYu and its Subsidiaries solely and exclusively own all right, title and interest in the DouYu Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens); and (iii) DouYu and its Subsidiaries have a valid license to use the DouYu Licensed Intellectual Property in connection with and as used in the operation of their business as currently conducted.
Ownership; Sufficiency. Except as would not have a Huya Material Adverse Effect, (i) Huya and its Subsidiaries own or have sufficient rights to use all Intellectual Property that is necessary for the operation of their business as currently conducted; (ii) Huya and its Subsidiaries solely and exclusively own all right, title and interest in the Huya Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens); and (iii) Huya and its Subsidiaries have a valid license to use the Huya Licensed Intellectual Property in connection with and as used in the operation of their business as currently conducted.
Ownership; Sufficiency. Each item of Intellectual Property owned by the Seller, in whole or in part, including each item identified in the Intellectual Property Listing (the “Seller Owned Intellectual Property”), and each item of Intellectual Property licensed to the Seller by any third party (the “Seller Licensed Intellectual Property” and, collectively with the Seller Owned Intellectual Property, the “Seller Intellectual Property”) will be available for use by Buyer immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing without violating, infringing or misappropriating any Intellectual Property rights of any Person. The Seller Intellectual Property assigned to Buyer constitutes all Intellectual Property necessary for Buyer (i) to develop, design, test, modify, make, use, sell, have made, used and sold, import, reproduce, correct, modify, enhance, create derivative works of, support, maintain, market, distribute, commercialize, and otherwise make available (“Exploit”) the Customer Offerings (defined below) in the manner so done currently by the Seller, (ii) to Exploit the Software and Documentation (as herein defined) and the computer, communications and network systems (both desktop and enterprise-wide) used by the Seller or to develop, provide, distribute, support, maintain or test the Customer Offerings (“Internal Systems”) as currently done by the Seller, and (iii) otherwise to continue to operate, without interference or limitation, the Business in the manner so operated currently by the Seller. The Seller Intellectual Property assigned and licensed to Buyer includes all systems and tools required to be maintained by the Seller pursuant to any Assigned Contract. “Customer Offerings” shall mean with respect to the Seller (a) the products (including Software and Documentation) that the Seller (i) currently develops, markets, distributes, makes available, sells or licenses to third parties, or (ii) currently plans to develop, market, distribute, make available, sell or license to third parties in the future and (b) the services and service offerings that the Seller (i) currently provides or makes available to third parties, or (ii) currently plans to provide or make available to third parties in the future. The assets set forth in the exhibits to the {27506716;8} ActiveUS 118074924v.10 CPS Assignment are not currently used in the operation of the Business and are used solely by the Seller to make available t...
Ownership; Sufficiency. The Company and/or the Subsidiaries have sufficient rights to use the Company Intellectual Property that is necessary for the operation of the Company Business. Except for the Company Intellectual Property, there are no other items of Intellectual Property that are material to or necessary for the operation of the Company Business. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, the Company is the exclusive owner of all right, title and interest in and to each item of the Company Owned Intellectual Property, free and clear of all Encumbrances (other than non-exclusive licenses granted in the ordinary course of business consistent with past practice), or any obligation to grant any Encumbrance. The Company has a valid license to use the material Company Licensed Intellectual Property in connection with the operation of the Company Business as currently conducted, subject only to the terms of the Company IP Agreements.
