Sufficiency of Intellectual Property Assets. The Intellectual Property Assets are all those necessary or material for the operation of JJMA’s businesses as they are currently conducted and as conducted in the Ordinary Course of Business, (including, but not limited to, all necessary rights to install licensed Software on such CPUs, such numbers of CPUs, and CPUs of such models or processing capacity as currently used). Except as set forth on Schedule 3.21(c) of the JJMA Disclosure Schedules, JJMA is either the owner of all right, title and interest in and to each of the Intellectual Property Assets, free and clear of all Encumbrances, or otherwise has the right to use all of the Intellectual Property Assets as they are currently used. JJMA has taken all reasonably necessary and desirable action to maintain and protect its ownership rights in the Intellectual Property Assets owned by it. There is no Proceeding pending or Threatened, and there exists no basis for any claim that challenges the validity, enforceability, right to register, right to use, or ownership of any Intellectual Property Assets of JJMA. Each Intellectual Property Asset owned or used by JJMA immediately prior to the Closing will be owned or available for use by the Buyer on identical terms and conditions immediately subsequent to the Closing, without further payment by the Buyer.
Sufficiency of Intellectual Property Assets. The Company Intellectual Property Assets together with any Third Party Intellectual Property Asset licensed to the Company constitute all of the Intellectual Property Assets necessary to operate the Company’s business as currently conducted. The Company has all rights in and to the Intellectual Property Assets necessary to operate the Company’s business as currently conducted. All use, distribution and provision of Company Products by or through the Company is in material compliance with all licenses applicable thereto. No Company Intellectual Property Asset will terminate or cease to be a valid right of the Company by reason of the execution and delivery of this Agreement by the Company, the performance of the Company of its obligations hereunder, or the consummation by the Company of the transactions contemplated by this Agreement.
Sufficiency of Intellectual Property Assets. The Company Intellectual Property Rights constitute all the Intellectual Property Rights necessary to enable the Company to operate the Company’s business immediately after the Closing Date in substantially the same manner as such business is conducted.
Sufficiency of Intellectual Property Assets. The Company Intellectual Property Rights and Technology solely and exclusively owned by the Company or licensed to the Company under valid and enforceable Inbound Licensed Agreements constitute all the Intellectual Property Rights and Technology used or otherwise practiced or exploited in the operation of the business of the Company, including with respect to the Company Products, all work product and output resulting from or developed by the Company (alone or in concert with a third party) pursuant to its provision of services to third parties, and the Systems, and constitute all Intellectual Property Rights and Technology necessary for the Surviving Corporation to operate such business after the Closing Date in substantially the same manner as such business is currently conducted or proposed to be conducted by the Company.
Sufficiency of Intellectual Property Assets. The Owned Intellectual Property and the Intellectual Property and Intellectual Property Rights licensed to the Company and its Subsidiaries under the Inbound License Agreements constitute all the Intellectual Property and Intellectual Property Rights used or otherwise practiced or exploited in the operation of the business of the Company and its Subsidiaries and constitute all Intellectual Property and Intellectual Property Rights necessary to operate such business at the Closing Date in substantially the same manner as such business has been operated by the Company and its Subsidiaries prior thereto.
Sufficiency of Intellectual Property Assets. To the knowledge of the Sellers, the Scient’x Intellectual Property identified in Section 2.17(b) of the Scient’x Disclosure Schedule, together with the rights granted to Scient’x or one of its Subsidiaries under the Scient’x contracts, licenses and other agreements required to be identified in Section 2.17(j) of the Scient’x Disclosure Schedule (the “Scient’x Intellectual Property Agreements”), constitute all the material Intellectual Property required for the continued or currently contemplated conduct and operation of its business, except for non-exclusive licenses of generally commercially available software, content or other Intellectual Property pursuant to a “shrink wrap,” “clickwrap,” or similar end-user license or other standard form
Sufficiency of Intellectual Property Assets. To the knowledge of Issuer, the Issuer Intellectual Property, together with the rights granted to Issuer under material contracts, licenses and other agreements relating to Intellectual Property and to which Issuer or any of its Subsidiaries is a party (the “Issuer Intellectual Property Agreements”), constitute all the material Intellectual Property required for the continued or currently contemplated conduct and operation of its business, except for non-exclusive licenses of generally commercially available software, content or other Intellectual Property pursuant to a “shrink wrap,” “clickwrap,” or similar end-user license or other standard form agreement. All material Issuer Intellectual Property Agreements are in full force and effect. Each of Issuer and its Subsidiaries is in material compliance with, and has not breached, and has not committed any action or omission that, with the giving of notice or lapse of time or both, would reasonably be expected to result in a breach of, any such material Issuer Intellectual Property Agreements and, to the knowledge of Issuer, all other parties to such Issuer Intellectual Property Agreements are in material compliance with, and have not breached any material term of, such Issuer Intellectual Property Agreements. Issuer and each of its Subsidiaries has taken all commercially reasonable steps in accordance with normal industry practice to protect its rights in and to the Issuer Intellectual Property, which is sufficient for the continued and currently contemplated conduct and operation of their business.
Sufficiency of Intellectual Property Assets. The Intellectual Property Rights identified in Schedule 2.11(b) of the Disclosure Letter, the Intellectual Property Rights made available under the Transition Services Agreement, Company Owned IP, and the rights granted to the Company by third Persons, including under the Inbound Licenses, constitute all of the material Intellectual Property Rights: (i) used or otherwise practiced or exploited by the Company in the operation of the Business, and (ii) necessary to enable Acquiror to conduct the Business immediately following the Closing in the same manner as conducted by the Company immediately prior to the Closing.
Sufficiency of Intellectual Property Assets. The Company Intellectual Property constitutes all the material Intellectual Property: (i) used or otherwise practiced or exploited in the operation of the Business; and (ii) necessary to enable Purchaser and its Affiliates to operate such business immediately after the Closing Date in substantially the same manner as such business is currently conducted and currently proposed to be conducted in the future.
Sufficiency of Intellectual Property Assets. The Company and the other Group Companies own or have the valid right or license to all Intellectual Property Rights and Technology used or held for use in for the operation of their respective businesses as currently conducted. To the knowledge of the Company, such Intellectual Property Rights and Technology is sufficient for the conduct of the business of the Company and the other Group Companies as currently conducted.
