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. 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:
(a) none of HOLDINGS or the Entities has received any written notice of infringement, misappropriation or conflict with respect to Intellectual Property from any Person with respect to the ownership, use or operation of the Assets; and
(b) the ownership, use and operation of the Assets have not infringed, misappropriated or otherwise conflicted with any patents, patent applications, patent rights, trademarks, trademark applications, service marks, service xxxx applications, copyrights, trade names, unregistered copyrights or trade secrets of any other Person.
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 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. Except for the Permitted Encumbrances, to HOLDINGS' Knowledge, each LLC has Defensible Title to the Assets that it operates, free and clear of all Liens.
(a) None of HOLDINGS, DEGP or the LLCs have received any written notice of infringement, misappropriation or conflict with respect to Intellectual Property from any Person with respect to the ownership, use or operation of the Assets.
(b) To HOLDINGS' Knowledge, the ownership, use and operation of the Assets have not infringed, misappropriated or otherwise conflicted with any patents, patent applications, patent rights, trademarks, trademark applications, service marks, service xxxx applications, copyrights, trade names, unregistered copyrights, trade secrets of any other Person. 20
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. 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.
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.
(b) Schedule 1.1(a) identifies as of the date hereof: (i) all Patents, Trademarks and Copyrights that Seller has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person or otherwise); (ii) the jurisdiction in which each such Patent, Trademark and Copyright has been registered or filed and the applicable registration or serial number; (iii) any other Person that has an ownership interest in each such Patent, Trademark and Copyright and the nature of such ownership interest and (iv) the status of each such Patent, Trademark and Copyright.
(c) The Seller has taken commercially reasonable steps to maintain the confidentiality of all proprietary information held by it or purported to be held by it as a trade secret. Except as set forth in Schedule 2.4(c), the Purchased Assets do not include any information of any third party that is the subject of any contractual confidentiality restrictions.
(d) To the Knowledge of the Seller, except as set forth in Schedule 1.1(a), the Purchased IP and the Licensed Intellectual Property are valid, unexpired, un-withdrawn, un-abandoned, subsisting and enforceable, except as where specifically indicated in such Schedule.
(e) Schedule 1.1(a) lists, as of the date hereof, (i) each Contract pursuant to which: (A) the Seller licenses any Intellectual Property or Intellectual Property Right from any Person (other than licenses of non-customized software that are generally available to the public on standard terms); and (B) any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Purchased IP, other than Contracts entered into with customers of the Seller in the ordinary course of business and (ii) each Patent, Trademark and Copyright that is licensed to the Seller pursuant to any Contract listed on Schedule 1.1(a).
(f) Except as set forth on Schedule 2.4(f), to the Knowledge of the Seller, no Person has infringed, misappropriated or otherwise violated, and no Person is infringing, misappropriating or otherwise violating, any Purchased IP. Except as described on Schedule 2.4(f), (i) Seller’s products do not infringe and in the past, have ...
Title to Assets; Intellectual Property. With the exception of ---------------------------------------------------- those of its properties which are under lease, the Company has good and marketable title to, and is the owner, free and clear, of all of its properties and assets and there are no liens or other security interests outstanding against any of these properties and assets. The term "properties" as used herein shall include all property of whatever nature used by the Company in the conduct of its business. All leases pursuant to which the Company leases real or personal property are in good standing and are valid and effective in accordance with their respective terms and there exists no default or other occurrence or condition which could result in a default or termination thereof. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists and know how (collectively, "Intellectual Property") necessary to the conduct of its business as conducted, and no claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights 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, to the best of the Company's knowledge, 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.
