Common use of Title to Intellectual Property Clause in Contracts

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 as would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement or conflict with any such rights of others except, in each case, as would not materially impair the business.

Appears in 9 contracts

Samples: Underwriting Agreement (Roper Technologies Inc), Underwriting Agreement (Adobe Inc.), Underwriting Agreement (Roper Technologies Inc)

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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 currently conducted and as proposed to be conducted, except for such failures to own or possess as would not have a Material Adverse Effect; and the conduct of their respective businesses does not, and to the knowledge of the Company will not violate valid and enforceable 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 infringement, misappropriation or conflict with any such rights of others exceptin connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which would reasonably be expected to result in each case, as would not materially impair the businessa Material Adverse Effect.

Appears in 7 contracts

Samples: Purchase Agreement, Underwriting Agreement (Ironwood Pharmaceuticals Inc), Purchase Agreement (Ironwood Pharmaceuticals Inc)

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, except for where the failure to own, possess or license such failures to own rights would not, individually or possess as would not in the aggregate, have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable 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, in each case, as would not materially impair the businessothers.

Appears in 6 contracts

Samples: Purchase Agreement (Chaparral Energy, Inc.), Purchase Agreement (Chaparral Energy, Inc.), Purchase Agreement (Chaparral 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 businessesbusinesses as currently conducted and as proposed to be conducted, except for such failures and, to own or possess as would not have a Material Adverse Effect; and the knowledge of the Company, the conduct of their respective businesses will not violate valid and enforceable 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 infringement, misappropriation or conflict with any such rights of others exceptin connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in each case, as would not materially impair the businessa Material Adverse Effect.

Appears in 5 contracts

Samples: Underwriting Agreement (Boot Barn Holdings, Inc.), Underwriting Agreement (Boot Barn Holdings, Inc.), Underwriting Agreement (Boot Barn 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, except for such failures to own or possess as would not have a Material Adverse Effect; the knowledge of the Company and its subsidiaries, the conduct of their respective businesses will not violate valid and enforceable 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, in each case, as would not materially impair the businessothers.

Appears in 4 contracts

Samples: Underwriting Agreement (Polypore International, Inc.), Underwriting Agreement (Polypore International, Inc.), Underwriting Agreement (Polypore International, 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 for such failures where failure to own or possess as such rights would not not, individually or aggregate, have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable rights of othersconflict with, and neither the Company and nor any of its subsidiaries have not received any notice of any claim of infringement or conflict with with, any such rights of others exceptothers, in each case, except as would not materially impair not, individually or in the businessaggregate, have a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Starwood Hotel & Resorts Worldwide, Inc), Underwriting Agreement (Starwood Hotel & Resorts Worldwide Inc), Underwriting Agreement (Starwood Hotel & Resorts Worldwide 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 businessesbusinesses except where the failure to possess, except for or own such failures to own or possess as rights would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable 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 exceptand are unaware of any facts which would form a reasonable basis for any such claim, in each case, except as to such conduct or infringement which would not materially impair the businesshave a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Central European Media Enterprises LTD), Underwriting Agreement (Central European Media Enterprises LTD), Underwriting Agreement (Central European Media Enterprises LTD)

Title to Intellectual Property. The Except as disclosed in the Offering Memorandum, (i) 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 as would not have a Material Adverse Effect; and (ii) the conduct of their respective businesses will not violate valid and enforceable 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, in each casecase of (i) and (ii), as would not materially impair not, individually or in the businessaggregate, be reasonably expected to have a Material Adverse Change.

Appears in 3 contracts

Samples: Purchase Agreement (Fifth & Pacific Companies, Inc.), Purchase Agreement (Claiborne Liz Inc), Purchase Agreement (Claiborne Liz Inc)

Title to Intellectual Property. The Except as could not reasonably be expected to have a Material Adverse Effect, (i) 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) (“Intellectual Property”) necessary for the conduct of their respective businesses, except for such failures to own or possess as would not have a Material Adverse Effect; and (ii) the conduct of their respective businesses will does not violate valid and enforceable conflict in any material respect with any such rights of others, and (iii) 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, in each case, as would not materially impair the businessothers.

Appears in 3 contracts

Samples: Underwriting Agreement (Tenneco Inc), Underwriting Agreement (Tenneco Inc), Underwriting Agreement (Tenneco 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 conduct, in all material respects, of their respective businesses, except for such failures to own or possess taken as would not have a Material Adverse Effectwhole; and the conduct of their respective businesses businesses, taken as a whole, will not violate valid and enforceable 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, in each case, as would not materially impair the businessothers.

Appears in 3 contracts

Samples: Underwriting Agreement (Freeport-McMoran Inc), Underwriting Agreement (Freeport-McMoran Inc), Underwriting Agreement (Freeport-McMoran Inc)

Title to Intellectual Property. The Other than as set forth in the Prospectus and the Registration Statement, 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 as would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable conflict in any respect with any such rights of others, except, in each case, as would not reasonably be expected to have a Material Adverse Effect, and the Company and its subsidiaries have not received any notice of any claim of infringement or conflict with any such rights of others except, in each case, as would not materially impair the businessothers.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Idt Corp), Underwriting Agreement (Net2phone Inc)

Title to Intellectual Property. The Company and its subsidiaries the 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, except for such failures to own or possess as would not have a Material Adverse Effect; and the best knowledge of the Company, the conduct of their respective businesses does not, and the proposed conduct of their respective businesses will not violate valid and enforceable 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 or conflict with any such rights of others except, in each case, as would not materially impair the businessothers.

Appears in 2 contracts

Samples: Underwriting Agreement (Gold Reserve Inc), Underwriting Agreement (Gold Reserve 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 businessesbusinesses as described in the Preliminary Prospectus, except for such failures to own or possess as would not have a Material Adverse EffectTime of Sale Information and Prospectus; and the conduct of their such respective businesses will not violate valid and enforceable 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 or conflict with any such rights of others except, in each case, except as would not materially impair individually or in the businessaggregate have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Nymex Holdings Inc), Underwriting Agreement (Nymex Holdings Inc)

Title to Intellectual Property. The Company and its subsidiaries Significant 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 that are material to the conduct of their respective businessesthe business of the Company and its Significant Subsidiaries, except for such failures to own or possess as would not have a Material Adverse Effecttaken together; and the conduct of their respective businesses will not violate valid and enforceable conflict in any material respect with any such rights of others, and the Company and its subsidiaries Significant Subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others exceptothers, in each case, except as would not materially impair reasonably be expected, individually or in the businessaggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Penson Worldwide Inc), Purchase Agreement (Penson Worldwide 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 licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property necessary for the conduct of their respective businesses, businesses except for where the failure to possess such failures rights could not reasonably be expected to own or possess as would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable 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 or conflict with any such rights of others except, in each case, as would not materially impair the businessothers.

Appears in 2 contracts

Samples: Purchase Agreement (Teekay Corp), Underwriting Agreement (Teekay 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 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 businesses as would not have a Material Adverse Effectdescribed in the Time of Sale Prospectus and the Prospectus; and the conduct of their respective businesses as described in the Time of Sale Prospectus and the Prospectus will not violate valid and enforceable 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 or conflict with any such rights of others except, in each case, as would not materially impair the businessothers.

Appears in 2 contracts

Samples: Terms Agreement (Avalonbay Communities Inc), Distribution Agreement (Avalonbay Communities 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 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, except for such failures to own or possess as would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement or conflict with any such rights of others except, in each case, as would not materially impair the business.

Appears in 2 contracts

Samples: Underwriting Agreement (Roper Technologies Inc), Underwriting Agreement (Adobe Inc.)

Title to Intellectual Property. The Company and its subsidiaries subsidiary 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 currently conducted and as believed to be necessary as proposed to be conducted, except for such failures to own or possess as would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable conflict in any material respect with any such rights of others, and the . The Company and its subsidiaries subsidiary have not received any notice of any claim of infringement infringement, misappropriation or conflict with any such rights of others exceptin connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in each case, as would not materially impair the businessa Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Southern National Bancorp of Virginia Inc), Underwriting Agreement (Southern National Bancorp of Virginia Inc)

Title to Intellectual Property. The To the knowledge of the Company, 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, copyrightscoxxxxghts, 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 as would not have a Material Adverse Effect; and to the knowledge of the Company, the conduct of their respective businesses will not violate valid and enforceable 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 or conflict with any such rights of others except, in each case, as would not materially impair the businessothers.

Appears in 1 contract

Samples: Underwriting Agreement (South Financial Group Inc)

Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patents and 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 currently conducted and as proposed to be conducted, except for such failures and, to own or possess as would not have a Material Adverse Effect; and the Company’s knowledge, the conduct of their respective businesses will not violate valid and enforceable conflict in any material respect with any such rights of others, and the . The Company and its subsidiaries have not received any written notice of any claim of infringement infringement, misappropriation or conflict with any such rights of others exceptin connection with its patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in each case, as would not materially impair the businessa Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Xactly Corp)

Title to Intellectual Property. The Other than as set forth in the Prospectus and the Registration Statement, 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 as would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable 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 or conflict with any such rights of others exceptthat, if determined adversely to the Company or any of its subsidiaries, would individually or in each case, as would not materially impair the businessaggregate reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Modem Media 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 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 businessesbusinesses except where the failure to possess, except for or own such failures to own or possess as rights would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable 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 exceptand are unaware of any facts which would form a reasonable basis for any such claim, in each case, except as to such conduct or infringement which would not materially impair the businesshave a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Central European Media Enterprises LTD)

Title to Intellectual Property. The Company and its subsidiaries own or own, possess adequate rights the right to use or can acquire the right to use on reasonable terms, 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 currently conducted, except for such failures and, to own or possess as would not have a Material Adverse Effect; and their knowledge, the conduct of their respective businesses will does not violate valid and enforceable 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 infringement, misappropriation or conflict with any such rights of others exceptin connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in each case, as would not materially impair the businessa Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Pike Electric CORP)

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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 currently conducted and as proposed to be conducted, except for such failures to own or possess as would not have a Material Adverse Effect; and the conduct of their respective businesses as currently conducted will not violate valid and enforceable not, to the knowledge of the Company, infringe 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 infringement, misappropriation or conflict with any such rights of others except, in each case, as connection with such intellectual property which would not materially impair the businessreasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Wilshire Bancorp Inc)

Title to Intellectual Property. The Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its subsidiaries own or possess or can acquire on reasonable terms 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 as would not have a Material Adverse Effectbusinesses now operated by them; and the conduct of their respective businesses will not violate valid and enforceable rights of others, and the Company and its subsidiaries have not received any written notice of any claim of infringement or conflict with any such rights of others exceptthat, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have, individually or in each casethe aggregate, as would not materially impair the businessa Material Adverse Effect.

Appears in 1 contract

Samples: Plan Support Agreement (Diamond Offshore Drilling, Inc.)

Title to Intellectual Property. The Company and its subsidiaries own own, license 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 currently conducted and as proposed to be conducted, except for such failures and, to own or possess as would not have a Material Adverse Effect; and the Company’s knowledge, the conduct of their respective businesses will not violate valid and enforceable 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 infringement, misappropriation or conflict with any such rights of others exceptin connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which would reasonably be expected to result in each case, as would not materially impair the businessa Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (TimkenSteel Corp)

Title to Intellectual Property. The Company and its subsidiaries the Subsidiary own or possess possess, or can acquire on reasonable terms, 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 for such failures to own or possess as would not have a Material Adverse Effect; and the knowledge of the Company, the conduct of their respective businesses will not violate valid and enforceable conflict in any material respect with any such rights of others, and the Company and its subsidiaries the Subsidiary have not received any notice of any claim of infringement of or conflict with any such rights of others others, except, in each case, as where the failure to own or possess such rights or where any such conflict or infringement would not materially impair not, individually or in the businessaggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Apollo Advisors Iv Lp)

Title to Intellectual Property. The Company and its subsidiaries own own, or possess or 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 businessesbusinesses as currently conducted, except for such failures to own or possess as would not have a Material Adverse Effect; and to the knowledge of the Company, the conduct of their respective businesses will not violate conflict in any material respect with any such valid and enforceable rights of others, and the Company and its subsidiaries have not received any written notice of any claim of infringement or conflict with any such valid rights of others except, in each case, as that would not materially impair the businessreasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Pentair Inc)

Title to Intellectual Property. The Except as described in the Registration Statement, Time of Sale Information and 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 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 as would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable 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 or conflict with any such rights of others exceptothers, in each case, as except where such claim of infringement or conflict would not materially impair the businessreasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Animal Health International, 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 mark registrations, copyrights, licenses and know-how (including trade secrets tradx xxcrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses, businesses except for where the failure to possess or own such failures to own or possess as rights would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable 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 or conflict with any such rights of others except, in each case, as would not materially impair the businessothers.

Appears in 1 contract

Samples: Underwriting Agreement (Magellan Health Services Inc)

Title to Intellectual Property. The Except as described in the Registration Statement, the Time of Sale Information and 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 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 as would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable 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, in each case, as would not materially impair the businessothers.

Appears in 1 contract

Samples: Underwriting Agreement (Trex Co 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 businessesbusinesses as described in the Registration Statement, except for such failures to own or possess as would not have a Material Adverse Effectthe Time of Sale Information and the Prospectus; and the conduct of their respective businesses will not violate valid and enforceable 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 or conflict with any such rights of others except, in each case, as would not materially impair the businessothers.

Appears in 1 contract

Samples: Underwriting Agreement (Unifirst Corp)

Title to Intellectual Property. The Company and its subsidiaries (whether directly or indirectly through the partnerships, limited liability companies or joint ventures that own the Real Properties) 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 for such failures to own or possess as would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable 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 or conflict with any such rights of others except, in each case, as would not materially impair the businessothers.

Appears in 1 contract

Samples: Underwriting Agreement (Columbia Equity Trust, 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 except for where the failure to possess or own such failures to own or possess as rights would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable 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 or conflict with any such rights of others except, in each case, as would not materially impair the businessothers.

Appears in 1 contract

Samples: Underwriting Agreement (Magellan Health Services Inc)

Title to Intellectual Property. The Except as described in the Registration Statement, the Time of Sale Information and 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) necessary for the conduct of their respective businesses, except for such failures to own or possess as would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable 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 or conflict with any such rights of others except, in each case, as would not materially impair the businessothers.

Appears in 1 contract

Samples: Underwriting Agreement (Home Diagnostics Inc)

Title to Intellectual Property. The Except as could not reasonably be expected to have a Material Adverse Effect, (i) 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) ("Intellectual Property") necessary for the conduct of their respective businesses, except for such failures to own or possess as would not have a Material Adverse Effect; and (ii) the conduct of their respective businesses will does not violate valid and enforceable conflict in any material respect with any such rights of others, and (iii) 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, in each case, as would not materially impair the businessothers.

Appears in 1 contract

Samples: Underwriting Agreement (Tenneco Automotive Inc)

Title to Intellectual Property. The Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, 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 as would not have a Material Adverse Effect; and the conduct of their respective businesses will not violate valid and enforceable 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 or conflict with any such rights of others except, in each case, as would not materially impair the businessothers.

Appears in 1 contract

Samples: Purchase Agreement (Exco Resources Inc)

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