Parent Intellectual Property. For the purposes of this Agreement, the following terms have the following definitions:
Parent Intellectual Property. Except as set forth in Section 5.16 of the Parent Disclosure Schedule, or except as would not be reasonably likely to result in a Parent Material Adverse Effect: (a) either Parent or one of the Parent Subsidiaries is the owner of, or a licensee under a valid license for, all items of intellectual property which are material to the business of Parent and the Parent Subsidiaries as currently conducted, including, without limitation, (i) copyrights, patents, trademarks, logos, service marks, trade names, service names, all applications therefor and all registrations thereof, and (ii) technology rights and licenses, computer software, trade secrets, know-how, inventions, processes, formulae and other intellectual property rights (collectively, the "Parent Intellectual Property"); (b) with respect to all Parent Intellectual Property owned by Parent or any Parent Subsidiary, Parent or such Parent Subsidiary, as the case may be, is the sole owner and has the exclusive right to use such Parent Intellectual Property, and such owned Parent Intellectual Property is not subject to any Liens; (c) there is no infringement or other adverse claim against the rights of Parent or any Parent Subsidiary with respect to any of the Parent Intellectual Property; and (d) neither Parent nor any Parent Subsidiary has been charged with, nor to Parent's knowledge is Parent or any Parent Subsidiary threatened to be charged with nor is there any basis for any such charge of, infringement or other violation of, nor has Parent or any Parent Subsidiary infringed, nor is it infringing, any unexpired rights of any third party in any of the Parent Intellectual Property.
Parent Intellectual Property. Section 4.14 Parent Material Adverse Effect......................................Section 4.01
Parent Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect on Parent:
(a) To the knowledge of Parent, Parent and the Parent Subsidiaries own or have the valid right or license to use in the manner used by Parent and the Parent Subsidiaries, all IP Assets and Intellectual Property Rights used by, or necessary to the operation of the business of, Parent and the Parent Subsidiaries as currently conducted.
(b) There is no pending, or, to the knowledge of Parent, threatened, claim or litigation contesting the validity, ownership or right of Parent in any Parent IP Asset.
Parent Intellectual Property. Parent (or one of its subsidiaries) owns all of the Intellectual Property, or has obtained the right to use all of the Intellectual Property that is not owned by it, that is used in any material respect in Parent's businesses as currently conducted. The products marketed, sold or licensed to customers by Parent and its subsidiaries, exclusive of the Intellectual Property licensed from third parties, and all Intellectual Property owned by Parent (or one of its subsidiaries) and used in any material respect in Parent's businesses as currently conducted, do not infringe upon, violate or constitute the unauthorized use of any valid and enforceable rights owned or controlled by any third party, including any Intellectual Property of any third party. To Parent's knowledge, the Intellectual Property it has licensed from third parties, and used in any material respect in Parent's businesses as currently conducted, does not infringe upon, violate or constitute the unauthorized use of any valid and enforceable rights owned or controlled by any other third party. To Parent's knowledge, no Significant Parent Product contains any material defects, the costs of which to repair or replace (or otherwise cure pursuant to a contractual obligation to a customer) would result in a Material Adverse Effect on Parent. Parent has received no formal written notice terminating or threatening the termination of any Parent Technology License due to Parent's breach thereof. For the purposes of this Section 3.17, "SIGNIFICANT PARENT PRODUCT" means any product sold by Parent to third party end users that accounts for a substantial portion of Parent's revenue and "PARENT TECHNOLOGY LICENSE" means any technology license between Parent and any third party which allows Parent to embed technology in a Significant Parent Product.
Parent Intellectual Property. To the knowledge of Parent, the operation of the business of Parent and its subsidiaries as such business currently is conducted does not materially infringe or misappropriate the Intellectual Property of any third party where such infringement would have a Material Adverse Effect on Parent.
Parent Intellectual Property. (i) Generally. Parent and its Subsidiaries own and possess, or have the right to use pursuant to valid and enforceable Contracts, all material Intellectual Property used and/or necessary for the operation of the business of Company and its Subsidiaries as presently conducted, including in the design, development, manufacture, use, import and sale of Company Products. Each item of Intellectual Property owned or used by Parent or any of its Subsidiaries immediately prior to the Closing hereunder and material to the business of Parent and its Subsidiaries, taken as a whole, will be owned or available for use by Parent and its Subsidiaries on materially identical terms and conditions immediately subsequent to the Closing hereunder.
Parent Intellectual Property. 35 3.19 Agreements, Contracts and Commitments........................................35 3.20 Insurance....................................................................36 3.21
Parent Intellectual Property. The Parent owns, or is validly licensed or otherwise has the right to use, all Intellectual Property Rights which are material to the conduct of the business of the Parent and its subsidiaries taken as a whole. No claims are pending or, to the knowledge of the Parent, threatened in writing that Parent or any of its subsidiaries is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right except for claims which, if determined adversely to Parent, would not have a Material Adverse Effect on Parent. To the knowledge of the Parent, no person is infringing the rights of the Parent or any of its subsidiaries with respect to any Intellectual Property Right except where such infringement has not had, and could not reasonably be expected to have, a Material Adverse Effect on Parent. Neither Parent nor any of its subsidiaries has licensed, or otherwise granted, to any third party, any rights in or to any Intellectual Property Rights which are material to the conduct of the business of Parent and its subsidiaries taken as a whole.
Parent Intellectual Property. (i) Parent owns, is licensed or otherwise possesses legally enforceable rights to use (in each case, free and clear of any liens or encumbrances of any kind), the patents, know-how, trademarks, service marks, brand names and computer software and any applications for such patents, know-how, trademarks, tradenames, service marks and brand names, computer software or other intellectual property and proprietary rights used in or necessary for the conduct of its business as currently conducted (collectively, "Parent Intellectual Property"). Each license or other agreement relating to Parent Intellectual Property to which Parent is a party has been complied with by Parent in all material respects and is in full force and effect; (ii) Parent has not licensed or otherwise granted to others any rights to use any such Parent Intellectual Property except as contemplated by this Agreement, or as set forth in Parent's SEC filings; (iii) to Parent's knowledge and except as set forth in Parent's SEC filing, the use of such Parent Intellectual Property by Parent does not infringe on or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which Parent acquired the right to use such Parent Intellectual Property; and (iv) to the knowledge of Parent and except as set forth in Parent's SEC filing, no person is challenging, infringing on or otherwise violating any right of Parent with respect to such Parent Intellectual Property. To Parent's knowledge, all such patents, trademarks, service marks, and copyrights held by Parent or licensed by Parent are valid and subsisting. Parent is not, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, be in breach of any license, sublicense or other agreement, relating to the Parent Intellectual Property or any third party right to such Parent Intellectual Property except for such breaches that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
