Title to Assets; Intellectual Property. Except for the Permitted Encumbrances, each of the Entities has Defensible Title to those of the Assets that it operates, free and clear of all Liens, and:
Title to Assets; Intellectual Property. Each Obligor has good title to its assets (including those shown or included in its respective financial statements) or leasehold title as to leased assets or rights as to licenses and the same are not subject to any Liens other than Permitted Liens. Each Obligor possesses all necessary Intellectual Property rights and licenses to conduct business as now operated, without any known conflict with the rights of others, including items described in the Perfection Certificate.
Title to Assets; Intellectual Property of any other person under any Intellectual Property, and there is no basis for any such claim (whether or not pending or threatened). No claim is pending or threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and there is no basis for any such claim (whether or not pending or threatened). To the best of the Company's knowledge, all technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company.
Title to Assets; Intellectual Property. Borrower has good title to its assets and the same are not subject to any Liens other than Permitted Liens. Borrower possesses all necessary trademarks, trade names, copyrights, patents, patent rights and licenses to conduct business as now operated, without any known conflict with the rights of others.
Title to Assets; Intellectual Property. Borrower and each of its Subsidiaries has good, marketable and legal title to its assets (including those shown or included in the Financial Statements) or leasehold title as to leased assets or rights as to licenses, and the same are not subject to any Liens other than Permitted Liens. The Liens of Administrative Agent on the Collateral are and shall be prior to any other Lien on any of the Collateral, other than Permitted Encumbrances and other Permitted Liens not yet due and payable which by operation of law have priority over the Administrative Agent’s Lien. Each Obligor possesses or has license rights to use all necessary trademarks, trade names, copyrights, patents, patent rights and licenses to conduct business as now operated, without any known conflict with the rights of others, including items described in the Information Certificate. To Borrower’s knowledge, there is no infringement action, lawsuit, claim or complaint which asserts that the use by Borrower, or any of its Subsidiaries, or the Joint Venture violate or infringe the rights or the trade names, trademarks, trademark registrations, service names, service marks or copyrights of any Person, and all use by Borrower or its Subsidiaries of any confidential information or trade secrets of any Person is in accordance with consent of such Person. Borrower and each of its Subsidiaries has taken reasonable steps to protect its (a) computer programming language, software, hardware, firmware or related documentation, inventions, technical and nontechnical data related thereto, and (b) other documentation, inventions and data related to patterns, plans, methods, techniques, drawings, finances, customer lists, suppliers, products, special pricing and cost information, designs, processes, procedures, formulas, research data owned or used by it or marketing studies conducted by it.
Title to Assets; Intellectual Property. (a) Except as set forth in Schedule 2.4(a), the Seller has good and valid title to, or, with respect to equipment leases, a valid leasehold interest in, the Purchased Assets, which shall be, at the Closing, in each case free and clear of all Encumbrances.
Title to Assets; Intellectual Property. (a) Title to Assets. Except as set forth on Schedule 3.6A, at the Closing, the Seller will own and have good and marketable title to all of the Assets, free and clear of restrictions on or conditions to transfer or assignment, mortgages, liens, pledges, charges, encumbrances, claims, easements, security interests, covenants, title defects or objections or restrictions of any kind, including, without limitation, leases, chattel mortgages, options, conditional sales contracts, collateral security arrangements, and other title or interest retention arrangements or any and all other encumbrances or restrictions of any nature ("Liens"). After the Closing, FBC will own and be the legal, beneficial and registered owner, or have the right to use under a valid lease, all of the Assets of the Seller, free and clear of any Liens other than Permitted Liens. "
Title to Assets; Intellectual Property. (a) The Company and each of its Subsidiaries has good and marketable title in fee to such of its fixed assets, if any, as are real property, and good and marketable title to all of its other Assets, free of any Liens other than Permitted Liens. The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all said leases are valid and subsisting and in full force and effect.
Title to Assets; Intellectual Property. The Company has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books, which assets consist of those reflected in the most recent balance sheet of the Company, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business) free of any Encumbrance other than (a) any such created in accordance with the terms of this Agreement or disclosed in the above referenced financial statements or Exhibit “C”, hereto, (b) liens for Taxes not yet due and payable, (c) liens imposed by law and incurred in the ordinary course of business for obligations not yet due and payable to landlords, carriers, warehousemen, materialmen and the like, and (d) unperfected purchase money security interests existing in the ordinary course of business without the execution of a separate security agreement. The Company enjoys peaceful and undisturbed possession under all leases under which it is operating, and all said leases are valid and subsisting and in full force and effect. The Company owns or has a valid right to use any and all, if any, Intellectual Property Rights being used to conduct its business as now operated and as now proposed to be operated; and to its knowledge the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with or infringe upon the Intellectual Property Rights of others. To its knowledge, no claim is pending or threatened against the Company and/or its officers, employees and consultants to the effect that any such Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. The Company has no obligation to compensate any Person for the use of any such Intellectual Property Rights. The Company has taken all reasonable measures to protect and preserve the security, confidentiality and value of its Intellectual Property Rights, including any trade secrets and/or other confidential information. To the best knowledge of the Company, all trade secrets and other confidential information of the Company are presently valid and protectable and are not part of the public domain or knowledge, nor, to the best knowledge of the Company, have they been used, divulged or appropriated for the benefit of any person other than the Company or oth...
Title to Assets; Intellectual Property. The Targets and their respective Subsidiaries, if any, have good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of all Security Interests, and the Assets constitute all properties, rights and assets used or held for use in connection with the call accounting and computer telephony business as conducted by the Seller or its Affiliates. To the extent the Assets constitute Intellectual Property, the Seller is not aware of any claims asserted against any party relating to the potential infringement of or conflict with such Assets and the Seller is not aware of any proprietary rights of others which might be infringed by such Assets.
