Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, and interest in and to the Company-Owned IP, and has the valid and enforceable right to use all other Intellectual Property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Merger Agreement (AppTech Payments Corp.), Merger Agreement (Corning Natural Gas Holding Corp), Merger Agreement (American Resources Corp)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, title and interest in and to the Company-Owned IPto, and or has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted contemplated (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Merger Agreement (Baldwin Technology Co Inc), Merger Agreement (Access to Money, Inc.), Merger Agreement (Cardtronics Inc)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, title and interest in and to the Company-Owned IPto, and or has the valid and enforceable right to use all other Intellectual Property trademarks, and service marks used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted contemplated (“"Company IP”"), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Merger Agreement (Nitro Petroleum Inc.), Merger Agreement (Nitro Petroleum Inc.), Merger Agreement (Core Resource Management, Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive legal and beneficial owner of all right, title, and interest in and to the Company-Owned IP, and has the valid and enforceable right to use all other Intellectual Property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Ocean Bio Chem Inc), Merger Agreement (OneWater Marine Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, title and interest in and to the Company-Owned IPto, and or has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Real Goods Solar, Inc.), Merger Agreement (Real Goods Solar, Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, title and interest in and to the Company-Owned IPto, and or has the valid and enforceable right to use all other material Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“conducted. The Company IP”), in each case, IP is free and clear of all Liens Encumbrances other than Permitted LiensEncumbrances, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electro Rent Corp), Merger Agreement (Electro Rent Corp)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive legal and beneficial owner of all right, title, and interest in and to the Company-Owned IP, and has the valid and enforceable right to use all other Intellectual Property Property, including all Company-Licensed IP, used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Scott's Liquid Gold - Inc.), Merger Agreement (Command Center, Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive legal and beneficial owner of all right, title, and interest in and to the Company-Owned IP, and has the valid and enforceable right to use all other material Intellectual Property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or Liens and the Company IP Agreements listed in Section 3.16(a)(xii) of the aggregate, a Company Material Adverse EffectDisclosure Letter.
Appears in 2 contracts
Samples: Merger Agreement (Us Ecology, Inc.), Merger Agreement (NRC Group Holdings Corp.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive legal and beneficial owner of all right, title, and interest in and to the Company-Owned IP, and has the valid and enforceable right to use all other Intellectual Property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Liquid Media Group Ltd.), Merger Agreement (High Tide Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, title and interest in and to the Company-Owned IPto, and or has the valid and enforceable right a license to use all other material Intellectual Property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Bishop Infrastructure III Acquisition Company, Inc.), Merger Agreement (Westway Group, Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive beneficial owner of all right, title, and interest in and to the Company-Owned IP, and has the valid and enforceable right to use all other Intellectual Property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Theralink Technologies, Inc.), Merger Agreement (IMAC Holdings, Inc.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive legal and beneficial owner of all right, title, and interest in and to the Company-Owned IP, and has the valid and enforceable right to use all other Intellectual Property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, title and interest in and to the Company-Owned IPto, and or has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted contemplated (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Romulus Corp.)
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, title and interest in and to the Company-Owned IPto, and or has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed contemplated to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, and interest in and to the Company-Owned IP, and has the valid and enforceable right to use all other Intellectual Property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, title and interest in and to the Company-Owned IPto, and or has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed contemplated to be conducted (“"Company IP”"), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, and interest in and to the Company-Owned IP, and has the valid and enforceable right to use all other Intellectual Property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens Liens, other than Permitted Liens. The Company Owner does not have any ownership interest in, except as would not reasonably be expected to haveor any claim in or with respect to, individually or any Intellectual Property used by the Company in the aggregate, a Company Material Adverse Effectconduct of its business.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, title and interest in and to the Company-Owned IPto, and or has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted contemplated (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effectmaterial.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, title and interest in and to the Company-Owned IPto, and or has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted contemplated (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, and interest in and to the Company-Owned IP, and has the valid and enforceable right to use all other Intellectual Property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“Company IP”), in each case, free and clear of all Liens Liens, other than Permitted Liens. None of any Company Owner, except as would not reasonably be expected to haveXxxxx Xxxxxx, individually or Xxxxx Xxxxxxx has any ownership interest in, or any claim in or with respect to, any Intellectual Property used by the Company in the aggregate, a Company Material Adverse Effectconduct of its business.
Appears in 1 contract
Right to Use; Title. The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, title and interest in and to the Company-Owned IPto, and or has the valid and enforceable right to use all other Intellectual Property used in in, held for use in, or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted contemplated (“Company IP”), in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Right to Use; Title. The To the Knowledge of the Company, the Company or and/or one of its Subsidiaries is the sole and exclusive owner of all right, title, title and interest in and to the Company-Owned IP, and or has the valid and enforceable right to use all other Intellectual Property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted conducted, including, for the avoidance of doubt, the GentivaLink system (“Company IP”), in each case, free and clear clear, of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or set forth in Section 3.07(b) of the aggregate, a Company Material Adverse EffectDisclosure Letter.
Appears in 1 contract
