Right to Use; Title. Except as set forth on Section 3.07(b) of the Company Disclosure Letter, 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 (Panbela Therapeutics, Inc.), Merger Agreement (Panbela Therapeutics, Inc.)
Right to Use; Title. Except as set forth on Section 3.07(b) of would not reasonably be expected to have, individually or in the aggregate, a Company Disclosure LetterMaterial Adverse Effect, 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 to the Knowledge of the Company, 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. Except as set forth on Section 3.07(b) of would not reasonably be expected to have, individually or in the aggregate, a Company Disclosure LetterMaterial Adverse Effect, the Company or and/or one of its Subsidiaries is the sole and exclusive legal and beneficial owner of all right, title, title and interest in and to the Company-Owned IPIP set forth in Section 3.07(a) of the Company Disclosure Letter, and the Company and/or one of its Subsidiaries owns 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 (“Company IP”), in each caseconducted, 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: Agreement and Plan of Merger (Kindred Healthcare, Inc)
Right to Use; Title. Except as set forth on Section 3.07(b3.09(b) of the Company Disclosure Letter, the Company or one of its Subsidiaries is the sole and exclusive legal and beneficial 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 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 1 contract