Patents, Licenses and Trademarks. The Company owns or has sufficient right to use all patents, trademarks, trade names, copyrights and other intellectual property rights necessary or desirable to conduct the business of the Company as it is currently being conducted and consistent with past practice (collectively, "Intellectual Property"), including those set forth on Schedule 3.01(l)(ii) attached hereto, without any obligation or liability for royalties, fees, or other compensation to any owner, licensor, or other claim to any of the foregoing. All Intellectual Property of the Company is valid, enforceable and unexpired, is free of Encumbrances, has not been abandoned, does not infringe or otherwise impair the intellectual property of any third party, and is not being infringed or impaired by any third party. No Governmental Order has been rendered or, to the best of the Members' knowledge, is threatened by any Governmental Entity which would limit, cancel or question the validity of any Intellectual Property of the Company. No action is pending or, to the best of the Members' knowledge threatened, that seeks to limit, cancel or question the validity of any of the Intellectual Property of the Company. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property, and has made all filings and executed all agreements necessary or desirable in connection therewith. No party to any license for Intellectual Property is, or is alleged to be, in breach or default thereunder. The transactions contemplated by this Agreement do not require the consent of any third party, and will not cause any payments to be due, under any license for Intellectual Property.
Patents, Licenses and Trademarks. SCHEDULE 5.21 annexed hereto correctly sets forth a list and brief description of the nature and ownership of: (a) all patents, patent applications, copyright registrations and applications, registered trade names, and trademark registrations and applications, both domestic and foreign, which are presently owned, filed or held by the Company or any of the Company's directors, officers, stockholders or employees and which in any way relate to or are used in the business of the Company; (b) all licenses, both domestic and foreign, which are owned or controlled by the Company and/or any of the Company's directors, officers, stockholders or employees and which in any way relate to or are used in the business of the Company; and (c) all franchises, licenses and/or similar arrangements granted to the Company by others and/or to others by the Company. None of the patents, patent applications, copyright registrations or applications, registered trade names, trademark registrations or applications, franchises, licenses or other arrangements set forth or required to be set forth in SCHEDULE 5.21 is subject to any pending challenge known to the Company.
Patents, Licenses and Trademarks. Schedule 4.15 annexed hereto correctly sets forth a list and brief description of the nature and ownership of: (a) all patents, patent applications, copyright registrations and applications, registered trade names, and trademark registrations and applications, both domestic and foreign, which are presently owned, filed or held by Sellers or any of their Affiliates, and/or any of their managers, officers or employees and which in any way relate to or are used in the Business; (b) all material licenses, both domestic and foreign, which are owned or controlled by Sellers, which in any way relate to or are used in the Business; and (c) all franchises, licenses and/or similar arrangements granted to Sellers by others and/or to others by Sellers. None of the patents, patent applications, copyright registrations or applications, registered trade names, trademark registrations or applications, franchises, licenses or other arrangements set forth or required to be set forth in Schedule 4.15 is subject to any pending challenge known to Sellers or Member. To the best of Sellers’ and Member’s knowledge Sellers have the valid right to utilize all trade names and other intellectual property utilized in the Business, and Sellers have not received any written notice of any claimed infringement of any such intellectual property with the right or property of any other person.
Patents, Licenses and Trademarks. Except as set forth on Schedule 4.21, there are no (a) patents, patent applications, copyright registrations and applications, registered trade names, and trademark registrations and applications, both domestic and foreign, which are presently owned, filed or held by the Company and/or the Stockholders or any of the Company's directors, officers or employees and which in any way relate to or are used in the business of the Company; (b) licenses, both domestic and foreign, which are owned or controlled by the Company or the Stockholders and/or any of the Company's directors, officers or employees and which in any way relate to or are used in the business of the Company; or (c) franchises, licenses and/or similar arrangements granted to the Company by others and/or to others by the Company (collectively, "Intellectual Property"). The Stockholders do not own personally or through any Affiliate of the Stockholders (other than the Company) any such Intellectual Property.
Patents, Licenses and Trademarks. Except as set forth on --------------------------------- Schedule 4(p): (i) Corporation and the Subsidiaries each owns or has the right to use all patents, trademarks, trade names, copyrights and rights utilized in its business, including those set forth on Schedule 4(l)(iii), ------------------ without any obligation or liability for royalties, fees, or other compensation to any owner, licensor, or other claim to any of the foregoing, and free and clear of any right, lien, encumbrance, charge or claim of any other person or entity, such that the manufacture, sale, marketing, lease or distribution by the Corporation or any Subsidiaries of their respective products, and the use, marketing, sale, lease or distribution by any third party (including Buyer and its affiliates) of products manufactured by Corporation or any Subsidiary, will not conflict with or infringe upon any right or claimed right of any other person.
Patents, Licenses and Trademarks. Each of the Borrower and its Subsidiaries possesses all necessary patents, licenses, trademarks, trademark rights, tradenames, tradename rights and copyrights to conduct its business without known conflict with any patent, license, trademark, tradename or copyrights of any other Person.
Patents, Licenses and Trademarks. Schedule 3.21 ------------------------------------ annexed hereto correctly sets forth a list and brief description of the nature and ownership of: (a) all patents, patent applications, copyright registrations and applications, registered trade names, and trademark registrations and applications, both domestic and foreign, which are presently owned, filed or held by the Company and/or any of its directors, officers, stockholders, employees, or independent contractors and which in any way relate to or are used in the business of the Company; (b) all licenses, both domestic and foreign, which are owned or controlled by the Company and/or any of its directors, officers, stockholders, employees, or independent contractors and which in any way relate to or are used in the business of the Company; and (c) all franchises, licenses and/or similar arrangements granted to the Company by others and/or to others by the Company. None of the patents, patent applications, copyright registrations or applications, registered trade names, trademark registrations or applications, franchises, licenses or other arrangements set forth or required to be set forth in Schedule 3.21 is subject to any pending challenge, or threatened challenge known to the Company or Kalpaxis.
Patents, Licenses and Trademarks. (i) The Company owns or has sufficient right to use all patents, trademarks, trade names, copyrights and rights utilized in its business, including those set forth on Schedule 4(l)(ii), without any obligation or liability for royalties, fees, or other compensation to any owner, licensor, or other claim to any of the foregoing, and, to the best of the Company's, and Shareholders' knowledge, without conflict with or infringement upon any right or claimed right of any other person.
Patents, Licenses and Trademarks. (a) There are not any patents, patent applications, copyright registrations and applications, registered trade names, and trademark registrations and applications, both domestic and foreign, which are presently owned, filed or held by the Company and/or the Stockholder or any of the Company's directors, officers, stockholders or employees and which in any way relate to or are used in the business of the Company; (b) there are no licenses, both domestic and foreign, which are owned or controlled by the Company or the Stockholder and/or any of the Company's directors, officers, stockholders or employees and which in any way relate to or are used in the business of the Company; and (c) all franchises, licenses and/or similar arrangements granted to the Company by others and/or to others by the Company.
Patents, Licenses and Trademarks. Schedule 1.1(d) annexed hereto correctly sets forth a list and brief description of the nature and ownership of: (a) all patents, patent applications, copyright registrations and applications, registered trade names, and trademark and service mark registrations and applications, both domestic and forxxxx, which are presently owned, filed or held by the Seller and/or any of its directors, officers or employees and which in any way relate to or are used in the Business; (b) all licenses, both domestic and foreign, which are owned or controlled by the Seller and/or any of its directors, officers or employees and which in any way relate to or are used in the Business; and (c) all franchises, licenses and/or similar arrangements granted to the Seller by others and/or to others by the Seller on behalf of the Business. None of the patents, patent applications, copyright registrations or applications, registered trade names, trademark and service mark registrations or applications, franchises, licenses ox xxher arrangements set forth or required to be set forth in Schedule 1.1(d) is subject to any pending challenge known to the Seller. The Seller has the valid right to utilize all trade names and other intellectual property utilized in the Business, and the Seller has not received any written notice of any claimed infringement or prior use of any such intellectual property with the right or property of any other person.
