Section Intellectual Property. Each of the Borrower and its Subsidiaries (x) owns, or has valid licenses to use, all Intellectual Property necessary for the conduct of its business as currently conducted and (y) as and when required, will own, or will have valid licenses to use, all further Intellectual Property that will be necessary for the conduct of its business as proposed to be conducted in the future, in each case that are material to the condition (financial or other), business, or operations of the Borrower, its Subsidiaries or the Project.
Section Intellectual Property. The Loan Parties own or possess (or will be licensed or have the full right to use) all Intellectual Property which is necessary or appropriate for the operation of their respective businesses as presently conducted and as proposed to be conducted, without any known conflict with the rights of others. The consummation of the transactions contemplated by this Agreement and the other Loan Documents will not materially alter or impair, individually or in the aggregate, any of such rights of such Persons. No product of the Loan Parties infringes upon any Intellectual Property owned by any other Person, and no claim or litigation is pending or, to the knowledge of any Loan Party, threatened against any Loan Party contesting its right to use any product, material or Intellectual Property which, if adversely determined, would reasonably be expected to have a Material Adverse Effect. There is no violation by any Loan Party of any right of such Loan Party with respect to any material Intellectual Property owned or used by such Loan Party, except where such violation would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, all Intellectual Property of the Loan Parties is disclosed on Schedule 7.5 hereto. A. Section Litigation and Judgments. Each material action, suit, investigation or proceeding before or by any Governmental Authority or arbitrator pending or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party as of the Closing Date is disclosed on Schedule 7.6 hereto. None of such actions, suits, investigations or proceedings, if adversely determined, would reasonably be expected to have a Material Adverse Effect. As of the Closing Date, there are no outstanding judgments against any Loan Party. No Loan Party is exposed to any potential liability or adverse event or circumstance that would reasonably be expected to have a Material Adverse Effect. A.
Section Intellectual Property. 1.8 (a) Intellectual Property Assets. The term "Intellectual Property Assets" includes the following to the extent owned, used or licensed by the Company as licensee or licensor: (i) the name "OneSource" and all fictional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, "Marks"); (ii) (iii) all patents, patent applications, and inventions and discoveries that may be patentable (collectively, "Patents"); (iv)
Section Intellectual Property. (a) (i) Schedule 5 lists all Intellectual Property of such Grantor for which registrations have issued and/or applications for registration or issuance have been filed by such Grantor as of the date hereof, separately identifying that owned by such Grantor and that licensed to such Grantor; (ii) Schedule 5(a) lists all Significant Intellectual Property of such Grantor for which registrations have issued and/or applications for registration or issuance have been filed by such Grantor as of the date hereof, separately identifying that owned by such Grantor and that licensed to such Grantor.
Section Intellectual Property. (a) Such Grantor (either itself or through licensees) will (i) continue to use each Trademark that is Significant Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) if required by applicable Requirements of Law, use such Trademark with notices of registration and all other notices and legends, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent shall obtain a perfected security interest in such xxxx pursuant to this Agreement and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way or to destroy or otherwise tarnish the goodwill associated with any Trademark. Notwithstanding the foregoing, nothing herein contained shall prohibit such Grantor from causing or permitting expiration, abandonment or invalidation of any of the Intellectual Property or failing to renew, abandoning or permitting to expire any applications or registrations for any of the Intellectual Property, if, in such Grantor's reasonable good faith judgment, there is a reasonable and valid business reason for taking or omitting to take such action; provided, however, in the case of Significant Intellectual Property, the prior consent of the Administrative Agent shall be obtained prior to taking or omitting to take such action, and such consent shall not be unreasonably delayed or withheld.
Section Intellectual Property. The Borrower shall, and shall cause each of the Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect, its intellectual property, except where the failure to so preserve any such intellectual property (other than the Mrs. Fields xxxxxxxxx or trade name) would not and would not be reasonably likely to materially adversely affect the business, condition (financial or other), assets, properties or operations of the Borrower and the Subsidiaries taken as a whole.
