Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 17 contracts
Samples: Pricing Agreement (America Movil Sab De Cv/), Pricing Agreement (America Movil Sab De Cv/), Pricing Agreement (America Movil Sab De Cv/)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 17 contracts
Samples: Underwriting Agreement (Susquehanna Bancshares Inc), Underwriting Agreement (Exco Resources Inc), Underwriting Agreement (Cheniere Energy Inc)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; businesses as currently conducted, and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the . The Company and its subsidiaries have not received any notice of any claim of infringement of infringement, misappropriation or conflict with any such rights of othersothers in connection with its patents, except where the failure to own or possess such patentspatent rights, licenses, inventions, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses copyrights and know-how or any such conflicthow, would not, individually or which could reasonably be expected to result in the aggregate, have a Material Adverse Effect.
Appears in 16 contracts
Samples: Underwriting Agreement (Southern National Bancorp of Virginia Inc), Underwriting Agreement (Synovus Financial Corp), Underwriting Agreement (Synovus Financial Corp)
Title to Intellectual Property. The Company and its subsidiaries to the best of their knowledge own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 7 contracts
Samples: Pricing Agreement (America Movil Sab De Cv/), Pricing Agreement (America Movil Sab De Cv/), Pricing Agreement (America Movil Sab De Cv/)
Title to Intellectual Property. The Company and its subsidiaries own or possess or are licensed to use adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Rosetta Resources Inc.), Underwriting Agreement (Rosetta Resources Inc.), Underwriting Agreement (Rosetta Resources Inc.)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, “Intellectual Property”) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim that the conduct of infringement of or their respective businesses conflict with or infringe upon in any respect any such rights of others, except where the failure to own such conflict or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, infringement would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Homebanc Corp), Stock Purchase Agreement (Homebanc Corp), Underwriting Agreement (Homebanc Corp)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of othersothers which infringement or conflict (if the subject of any unfavorable decision, except where the failure to own ruling or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflictfinding), would notreasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Nasdaq, Inc.), Underwriting Agreement (Nasdaq Omx Group, Inc.), Underwriting Agreement (Nasdaq Omx Group, Inc.)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and none of the Company and or its subsidiaries have not has received any notice of any claim of infringement of or conflict with any such rights of others, in each case except where the failure to own for infringements or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, conflicts that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement, Underwriting Agreement (Kindred Healthcare, Inc), Underwriting Agreement (Kindred Healthcare, Inc)
Title to Intellectual Property. The Company and its subsidiaries own own, possess or possess license adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; businesses as currently conducted, except as would not reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, the conduct of their respective businesses will not conflict in any material respect with any such valid rights of others. To the knowledge of the Company, and the Company and its subsidiaries have not received any written notice of any claim of infringement of infringement, misappropriation or conflict with any such valid rights of othersothers in connection with its patents, except where the failure to own or possess such patentspatent rights, licenses, inventions, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses copyrights and know-how or any such conflict, that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Oshkosh Corp), Underwriting Agreement (Oshkosh Corp), Underwriting Agreement (Oshkosh Corp)
Title to Intellectual Property. The Company and its subsidiaries to the best of their knowledge own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Pricing Agreement (America Movil Sab De Cv/), Pricing Agreement (America Movil Sab De Cv/), Pricing Agreement (America Movil Sab De Cv/)
Title to Intellectual Property. The Company and each of its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights, licenses inventions and copyrightable works, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and licenses necessary for the conduct of their respective businesses; businesses and have no reason to believe that the conduct of their respective businesses will not conflict in any material respect with any such rights of otherswith, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with with, any such rights of others, in each case except where the failure as could not reasonably be expected to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would nothave, individually or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Purchase Agreement (Sba Communications Corp), Purchase Agreement (Sba Communications Corp), Purchase Agreement (Sba Communications Corp)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businessesbusinesses except where the failure to so own or possess such rights would not, singularly or in the aggregate, have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of othersothers which would, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually singularly or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Purchase Agreement (Nebraska Book Co), Purchase Agreement (NBC Acquisition Corp), Purchase Agreement (NBC Acquisition Corp)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of othersothers that, except where if determined adversely to the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how Company or any such conflictof its subsidiaries, would notcould reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Dynegy Inc /Il/), Underwriting Agreement (Dynegy Inc.)
Title to Intellectual Property. The Company and its subsidiaries (i) own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; , and (ii) the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Idex Corp /De/), Underwriting Agreement (Idex Corp /De/)
Title to Intellectual Property. The To the Company’s knowledge, the Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and . To the Company’s knowledge, except as would not have a Material Adverse Effect, the conduct of their respective businesses the Company and its subsidiaries will not conflict in any material respect with any such rights of others. Except as would not have a Material Adverse Effect, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Take Two Interactive Software Inc), Underwriting Agreement (Take Two Interactive Software Inc)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, except where the failure to own or possess such rights would not, individually or in the aggregate, have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own such notice, claim or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, conflict would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Plains Exploration & Production Co), Purchase Agreement (Plains E&p Co)
Title to Intellectual Property. The Company and and/or its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and , except as would not reasonably be expected to result in a Material Adverse Effect and, to the Company’s knowledge, the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such intellectual property rights of others, except where the failure others that would reasonably be expected to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or result in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Energizer Holdings Inc), Purchase Agreement (Energizer Holdings Inc)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where as disclosed in the failure to own Registration Statement and the Prospectus or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Central European Distribution Corp), Underwriting Agreement (Central European Distribution Corp)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; , and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of of, or conflict with any such rights of others, except where the failure to own which infringement or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would notconflict could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement (Cencosud S.A.)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, except for such failures to own or possess that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any material respect with any such intellectual property rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such intellectual property rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Health Net Inc), Underwriting Agreement (Health Net Inc)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own which infringement or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would notconflict could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Cencosud S.A.), Purchase Agreement
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where disclosed in the failure to own Registration Statement and the Prospectus or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Central European Distribution Corp), Underwriting Agreement (Central European Distribution Corp)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or for any such conflict, notice of infringement or conflict that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Thompson Creek Metals CO Inc.), Underwriting Agreement (Thompson Creek Metals CO Inc.)
Title to Intellectual Property. The In all material respects, the Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses; and the businesses as currently conducted. The conduct of their the Company and its subsidiaries’ respective businesses as currently conducted will not conflict in any material respect with any such Intellectual Property rights of others, and the Company and its subsidiaries have not received any written notice of any claim of infringement of or conflict with any such Intellectual Property rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, in each case that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (GeoEye, Inc.), Purchase Agreement (GeoEye, Inc.)
Title to Intellectual Property. The Company and or its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will does not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where which, if the failure to own subject of an unfavorable decision, ruling or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflictfinding, would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (First Mercury Financial Corp), Underwriting Agreement (First Mercury Financial Corp)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct conduct, in all material respects, of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Freeport McMoran Copper & Gold Inc), Underwriting Agreement (Freeport McMoran Copper & Gold Inc)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others; except, except where the failure to own or possess such patentsin each case described in this paragraph (v), trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, as would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Itt Corp), Underwriting Agreement (Itt Corp)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, except where the failure to own or possess such rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (BioFuel Energy Corp.), Underwriting Agreement (BioFuel Energy Corp.)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and to the knowledge of the Company, the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Cascal B.V.), Underwriting Agreement (Cascal N.V.)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where others with respect to any of the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually foregoing which singly or in the aggregate, if the subject of an enforceable decision, ruling or finding, would have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Universal Compression Inc), Underwriting Agreement (Weatherford International LTD)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, others except where the failure to own those claims or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would notconflicts that could not be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries the Principal Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries the Principal Subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the for any failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how rights or any such conflict, conflict or claim that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries Represented Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries Represented Subsidiaries have not received any notice of any material claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own owns or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; its business as currently conducted and as proposed to be conducted, and the conduct of their respective businesses its business will not conflict in any material respect with any such rights of others, and the . The Company and its subsidiaries have has not received any notice of any claim of infringement of infringement, misappropriation or conflict with any such rights of othersothers in connection with its patents, except where the failure to own or possess such patentspatent rights, licenses, inventions, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses copyrights and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effecthow.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, except where the failure to own or possess such patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mxxx registrations, copyrights, licenses and know-how would not, individually or in the aggregate, have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of othersothers with respect to any intellectual property that, except where if determined adversely to the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how Company or any such conflictsubsidiaries, would not, individually or in the aggregate, aggregate have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Russell Corp)
Title to Intellectual Property. The Company Parent and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company Parent and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except except, in each case, where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how rights or any such conflict, would conflict or infringement will not, individually or in the aggregate, have result in a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; , and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, in each case except where the for any failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how rights or any infringement or conflict with such conflict, rights of others that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Pactiv Corp)
Title to Intellectual Property. The Except as disclosed in the Prospectus, the Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) reasonably necessary for the conduct of their respective businesses; and except as disclosed in the Prospectus the conduct of their respective businesses will do not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, others and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, others except where the failure to own such rights or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or the existence of a conflict with any such conflict, rights of others or the receipt of such notice would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Discovery Communications, Inc.)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict violate in any material respect with any such rights of others, and the . The Company and its subsidiaries have not received any notice of any claim of infringement or violation of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would notothers that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) 9 necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, others except where the such conflict or failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, rights could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will does not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, in each case except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Avery Dennison Corporation)
Title to Intellectual Property. The Company and its subsidiaries (i) own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; , and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and (ii) the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, ; except where in the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would notcase of (i) above as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for as presently used in the conduct of their respective businesses; and the conduct of their respective businesses will does not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, in each case except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Avery Dennison Corporation)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure other than such conflicts that could not reasonably be expected to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or result in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own own, possess or possess adequate have the rights to use all material U.S. and foreign patents, patent applications, trademarks, trademark applications, service marks, trade names, trademark registrations, service xxxx registrationstrade dress, copyrights, copyright applications, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for and other intellectual property used in the conduct of their respective businessesbusinesses as of the date hereof; and and, except as would not result in a Material Adverse Effect, the conduct of their respective businesses will not conflict in any material respect with any such rights of others, ; and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, others that would not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company.
Appears in 1 contract
Samples: Purchase Agreement (K2 Inc)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, except where the failure to own or possess such patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how would not, individually or in the aggregate, have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and each of its subsidiaries own or possess adequate rights to use all material patents, patent rights, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or of confidential information, systems or procedures) and licenses necessary for the conduct of their respective businesses; businesses and have no reason to believe that the conduct of their respective businesses will not conflict in any material respect with any such rights of otherswith, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such asserted rights of othersothers with respect to any of such intellectual property, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how rights or any such conflict, to infringe or conflict with the rights of others would not, not individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Cabot Corp)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the conduct of their respective businesses will does not conflict in any material respect with any such rights of others, others and (ii) the Company and its subsidiaries have not received any unresolved notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, others except where the such conflict or failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, rights could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, copyrights, licenses and know-how (including trade secrets xxxrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries Subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, others except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would notas could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, copyrights, licenses and know-how (including trade secrets xxxrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and businesses except where the failure to own or possess such intellectual property rights would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect and, to the knowledge of the Company, the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries Subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businessesbusinesses as described in the Time of Sale Prospectus and the Prospectus; and the conduct of their the respective businesses of the Company and its subsidiaries as described in the Time of Sale Prospectus and the Prospectus will not conflict in any material respect with any such rights of others, ; and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, in all cases as would notnot have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, copyrights, licenses and know-how (including trade secrets xxxrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, except where the failure to own or possess such rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where those that: (i) do not materially interfere with the failure use made and proposed to own be made of such Intellectual Property by the Company and its subsidiaries or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not(ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Masisa S.A.)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patentsexcept, trademarksin each case, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, that would notnot have, individually or in the aggregate, have a Material Adverse EffectEffect on the Company.
Appears in 1 contract
Samples: Purchase Agreement (Meadowbrook Insurance Group Inc)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, others and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of othersothers with respect to any intellectual property rights that, except where if determined adversely to the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how Company or any such conflictsubsidiaries, would not, individually or in the aggregate, aggregate have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Acetex Corp)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, copyrights, licenses licenses, computer software and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businessesbusinesses except where the failure to possess, or own such rights would not have a Material Adverse Effect; and to the knowledge of the Company the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of othersothers and are unaware of any facts which would form a reasonable basis for any such claim, except where the failure as to own such conduct or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, infringement which would not, individually or in the aggregate, not have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Central European Media Enterprises LTD)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, copyrights, licenses and know-how (including trade secrets xxxrets and other unpatented and/or unpatentable proprietary or confidential informationin- formation, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, others except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would notas could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, “Intellectual Property”) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim that the conduct of infringement of or their respective businesses conflict with or infringe upon in any respect any such rights of others, except where the failure to own such conflict or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, infringement would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess or are licensed to use adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights, licenses licenses, copyrightable works and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) described in the Time of Sale Information and the Final Offering Memorandum as being owned or licensed by them or which are necessary for the conduct of their respective businesses; and , except where the conduct of their respective businesses will not conflict in any material respect with any failure to own, possess or license such rights of otherswould not, individually or in the aggregate, have a Material Adverse Effect; and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own own, possess or possess adequate have the rights to use all material U.S. and foreign patents, patent applications, trademarks, trademark applications, service marks, trade names, trademark registrations, service xxxx registrationstrade dress, copyrights, copyright applications, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for and other intellectual property used in the conduct of their respective businessesbusinesses as of the date hereof; and and, except as would not have a Material Adverse Effect, the conduct of their respective businesses will not conflict in any material respect with any such rights of others, ; and the Company and its subsidiaries have not received any written notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, others that would not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company.
Appears in 1 contract
Samples: Underwriting Agreement (K2 Inc)
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the "Intellectual Property Rights") necessary for the conduct of their respective businesses; . The conduct by the Company and the conduct its subsidiaries of their respective businesses will not not, to the best of the Company's knowledge, conflict in any material respect with any such rights Intellectual Property Rights of others, and except for any such conflict that would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights Intellectual Property Rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries the Principal Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries the Principal Subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the for any failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how rights or any such conflict, conflict or claim that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx mxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except except, in each case, where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how rights or where any such conflict, conflict or infringement would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect.
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