Patents, Trademarks, Et Cetera. Neither SheerVision nor any SheerVision Subsidiary owns or has pending, or is licensed or otherwise permitted to use, any material Intangible, other than as described in the SheerVision Disclosure Letter. Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. The SheerVision Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to SheerVision or any SheerVision Subsidiary or which otherwise relate to the businesses of SheerVision or any SheerVision Subsidiary, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than SheerVision or any SheerVision Subsidiary which relates to the businesses, properties, or assets of SheerVision or any SheerVision Subsidiary. Except as specified in the SheerVision Disclosure Letter: (v) SheerVision or a SheerVision Subsidiary is the sole and exclusive owner or licensee of, and (other than those licensed by SheerVision to any SheerVision Subsidiary to a third party) has the right to use, all Intangibles; (vi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (vii) during the last five years, neither SheerVision nor any SheerVision Subsidiary has been charged with, or has charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viii) neither SheerVision nor any SheerVision Subsidiary is using any patentable invention, confidential information, trad...
Patents, Trademarks, Et Cetera. Neither the Parent nor the Merger-Sub has any material Intangibles.
Patents, Trademarks, Et Cetera. Neither Seller nor any Seller Subsidiary owns or has pending, or is licensed under, any Intangibles, other than as described in Schedule 2.09 hereto, all of which are in good standing and uncontested. Schedule 2.09 accurately sets forth with respect to Intangibles owned by Seller or by any Seller Subsidiary, where appropriate, a statement of cost, book value and reserve for depreciation of each item for tax purposes, and net book value of each item for financial reporting purposes, and with respect to Intangibles licensed by Seller or by any Seller Subsidiary from or to a third party, a description of such license. Neither any director, officer, or employee of Seller or of any Seller Subsidiary, any stockholder of Seller of any Seller Subsidiary, any relative or affiliate of any such stockholder or of any such director, officer, or employee, nor any other corporation or enterprise in which any stockholder, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the business of Seller or of any Seller Subsidiary. Schedule 2.09 sets forth all trademarks used by Seller to identify its products and indicates whether such trademark is protected by registration in the name of Seller on either the principal or supplemental register in the United States Patent and Trademark Office. There is no right under any Intangible necessary to the business of Seller or of any Seller Subsidiary as presently conducted or as it contemplates conducting, except such as are so designated in Schedule 2.09. To the knowledge of Seller and each Seller Subsidiary, neither Seller nor any Seller Subsidiary has infringed, is infringing, or has received notice of infringement with asserted Intangibles of others. To the knowledge of Seller or any Seller Subsidiary, there is no infringement by others of Intangibles of Seller or of any Seller Subsidiary. To the knowledge of Seller or any Seller Subsidiary, there is no Intangible of others that may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Seller or of any Seller Subsidiary.
Patents, Trademarks, Et Cetera. Acquired Corporation does not own or have pending, or is licensed under, any patent, patent application, trademark, trademark application, trade name, service xxxx, copyright, franchise, or other intangible property or asset (all of the foregoing being herein called "INTANGIBLES"). Acquired Corporation has not infringed, is infringing, or has received notice of infringement with asserted Intangibles of others.
Patents, Trademarks, Et Cetera. DGBI does not own or have pending, nor is it licensed under, any patent, patent application, trademark, trademark registration, trade name, service mark, copyright, franchise xr other tangible property or asset other than as set forth in Section C of the DGBI Disclosure letter, all of which is in good standing and uncontested.
Patents, Trademarks, Et Cetera. Xxxxx does not own or have pending, or is licensed under, any patent, patent application, trademark, trademark application, trade name, service xxxx, copyright, franchise, or other intangible property or asset (all of the foregoing being herein called "Intangibles"), other than as described in Schedule K, all of which are in good standing and uncontested. Schedule K accurately sets forth with respect to Intangibles owned by Xxxxx, where appropriate, a statement of cost, book value and reserve for depreciation of each item for tax purposes, and net book value of each item for financial reporting purposes, and with respect to Intangibles licensed by Xxxxx from or to a third party, a description of that license. Neither any director, officer, or employee of Xxxxx, any relative or affiliate of any director, officer, or employee, nor any other corporation or enterprise in which any director, officer, of employee, or any relative or affiliate had or now has a five (5%) percent or greater equity or voting or other substantial interest, possesses any Intangible which relates to the business of Xxxxx. There is no right under any Intangible necessary to the business of Xxxxx as presently conducted or as it contemplates conducting, except those so designated in Schedule X. Xxxxx has not infringed, is not infringing, and has not received notice of infringement of asserted Intangibles of others. To the knowledge of Xxxxx, there is no infringement by others of Intangibles of Xxxxx except as set forth on Schedule K. As far as Xxxxx can foresee, there is no Intangible of others which may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Xxxxx.
Patents, Trademarks, Et Cetera. Golden Health does not own or have pending, and is not licensed or otherwise permitted to use, any material patent, patent application, trademark, trademark application, service xxxx, copyright, copyright application, franchise, trade secret, computer program (in object or source code or otherwise), or other intangible property or asset (collectively, “Intangibles”), other than as described in Section C of the Golden Health Disclosure Letter. Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. Section C of the Golden Health Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to Golden Health or which otherwise relate to the businesses of Golden Health, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Golden Health owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Golden Health grants the right to use any Intangible; (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than Golden Health which relates to the businesses, properties, or assets of Golden Health. Except as specified in Section C of the Golden Health Disclosure Letter, to the knowledge of Golden Health: (v) Golden Health is the sole and exclusive owner or licensee of, and (other than those exclusively licensed by Golden Health to a third party) has the right to use, all Intangibles; (vi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (vii) during the last five years, Golden Health has not been charged with, and has not charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viii) Golden Health is not using any patentable invention...
Patents, Trademarks, Et Cetera. Except as disclosed on Schedule 3.9, the Company does not own or have pending, or is licensed under, any patent, patent application, trademark, trademark application, trade name, service xxxx, copyright, franchise, or other intangible property or asset (all of the foregoing being herein called "Intangibles"). Those Intangibles listed on Schedule 3.9 are in good standing and uncontested. Neither any Shareholder, any director, officer, or employee of the Company, nor any relative or affiliate of any Shareholder or of any such director, officer, or employee, possesses any Intangible which relates to the business of the Company. There is no right under any Intangible necessary to the business of the Company as presently conducted, except such as are so designated in Schedule 3.9. To the best of the Shareholders' and the Company's knowledge, the Company has not infringed, is not infringing, and has not received notice of infringement with regard to asserted Intangibles of others. To the knowledge of the Shareholders, there is no infringement by others of Intangibles of the Company.
Patents, Trademarks, Et Cetera. Except as disclosed on Schedule 2.9, XXXXXX CAPITAL does not own or has pending, or is licensed under, any patent, patent application, trademark, trademark application, trade name, service xxxx, copyright, franchise, or other intangible property or asset (all of the foregoing being herein called "Intangibles"). Those Intangibles listed on Schedule 2.9 are in good standing and uncontested. Neither any Seller, any director, officer, or employee of XXXXXX CAPITAL, nor any relative or affiliate of any Seller or of any such director, officer, or employee, possesses any Intangible which relates to the business of XXXXXX CAPITAL. There is no right under any Intangible necessary to the business of XXXXXX CAPITAL as presently conducted, except such as are so designated in Schedule 2.9. XXXXXX CAPITAL has not infringed, is infringing, or has received notice of infringement with asserted Intangibles of others. To the knowledge of the Sellers, there is no infringement by others of Intangibles of XXXXXX CAPITAL.
Patents, Trademarks, Et Cetera. The names or designations, all patents, trademarks, trade names, copyrights and other statutory rights of the Acquired Companies and Managed Companies are listed in Exhibit G. The Acquired Companies and the Managed Companies have all franchises, permits, licenses and other authority as are necessary to enable them to conduct their respective businesses as now being conducted and as proposed to be conducted, and none of them is in default under any of such franchises, permits, licenses or other authority. No Acquired Company or Managed Company has licensed any other person to use, or to have access to for any reason, any such rights.
