Common use of Title to Properties Liens Intellectual Property Clause in Contracts

Title to Properties Liens Intellectual Property. A. After giving effect to the transactions contemplated by this Agreement to occur on the Effective Date, Holdings and its Subsidiaries have good, sufficient and legal title to all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. B. Company has acquired, pursuant to the Acquisition Agreement, that which Seller has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary fights, whether or not subject to statutory registration or protection, being collectively referred to herein as "MBW Intellectual Property") relating exclusively to, or used exclusively in connection with, the Business which (i) are owned by Seller on the Closing Date and (ii) are necessary, together with the fights licensed to Company under the Shared Technology License Agreement and the Patent License Agreement, for the operation of the Business as conducted on the Closing Date, except as set forth on Schedule S SB annexed hereto; provided, however, that such MBW Intellectual Property does not include any rights to the brand name "Country Crock," "Pennant" or "Bakers Source." C. Company has acquired, pursuant to the Log Cabin Acquisition Agreement, that which Kraft has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to herein as "Log Cabin Intellectual Property") relating exclusively to, or used exclusively in connection with, the Log Cabin Business which (i) are owned by Kraft on July 1,1997 and (ii) are necessary, together with the rights licensed to Company under the Log Cabin Patent License Agreement, for the operation of the Log Cabin Business as conducted on July 1, 1997, except as set forth on Schedule 5.5C annexed hereto. D. After giving effect to the Xxxxxx Xxxxx Acquisition, Company has acquired, pursuant to the Xxxxxx Xxxxx Acquisition Agreement, that which P&G has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to herein as "Xxxxxx Xxxxx Intellectual Property") relating exclusively to, or used exclusively in connection with, the Xxxxxx Xxxxx Business which (i) are owned by P&G on the Effective Date and (ii) are necessary, together with the fights licensed to Company under the Xxxxxx Xxxxx Patent License Agreement, for the operation of the Xxxxxx Xxxxx Business as conducted on the Effective Date, except as set forth on Schedule 5.5D annexed hereto. E. Each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the operation of its business as conducted except for Intellectual Property the failure to own or license which could not reasonably be expected to have a Material Adverse Effect. No claim of which any Loan Party has been given notice has been asserted and is pending by any Person challenging or questioning the use by any Loan Party of any such Intellectual Property the validity or effectiveness of any such Intellectual Property, nor does Holdings or Company know of any valid basis for any such claim, except for such claims that in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Title to Properties Liens Intellectual Property. A. After giving effect to the transactions contemplated by this Agreement to occur on the Effective Date, Holdings Company and its Subsidiaries have good, sufficient and legal title to all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. B. Company has acquired, pursuant to the Acquisition Agreement, that which Seller has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary fightsrights, whether or not subject to statutory registration or protection, being collectively referred to herein as "MBW Intellectual Property") relating exclusively to, or used exclusively in connection with, the Business which (i) are owned by Seller on the Closing Date December 31, 1996 and (ii) are necessary, together with the fights rights licensed to Company under the Shared Technology License Agreement and the Patent License Agreement, for the operation of the Business as conducted on the Closing Date, except as set forth on Schedule S SB 5.5B annexed hereto; provided, however, that such MBW Intellectual Property does not include any rights to the brand name "Country Crock," "Pennant" or "Bakers Source." C. Company has acquired, pursuant to the Log Cabin Acquisition Agreement, that which Kraft has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to herein as "Log Cabin Intellectual Property") relating exclusively to, or used exclusively in connection with, the Log Cabin Business which (i) are owned by Kraft on July 1,1997 1, 1997 and (ii) are necessary, together with the rights licensed to Company under the Log Cabin Patent License Agreement, for the operation of the Log Cabin Business as conducted on July 1, 1997, except as set forth on Schedule 5.5C annexed hereto. D. After giving effect to the Xxxxxx Xxxxx Acquisition, Company has acquired, pursuant to the Xxxxxx Xxxxx Acquisition Agreement, that which P&G has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to herein as "Xxxxxx Xxxxx Intellectual Property") relating exclusively to, or used exclusively in connection with, the Xxxxxx Xxxxx Business which (i) are owned by P&G on the Effective Date January 16, 1998 and (ii) are necessary, together with the fights rights licensed to Company under the Xxxxxx Xxxxx Patent License Agreement, for the operation of the Xxxxxx Xxxxx Business as conducted on the Effective Date, except as set forth on Schedule 5.5D annexed hereto. E. Company has acquired all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to as "Van xx Xxxx'x Intellectual Property") necessary for the operation of Van xx Xxxx'x as conducted on the Effective Date, except as set forth on Schedule 5.5E annexed hereto. F. Each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the operation of its business as conducted except for Intellectual Property the failure to own or license which could not reasonably be expected to have a Material Adverse Effect. No claim of which any Loan Party has been given notice has been asserted and is pending by any Person challenging or questioning the use by any Loan Party of any such Intellectual Property the validity or effectiveness of any such Intellectual Property, nor does Holdings or Company know of any valid basis for any such claim, except for such claims that in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Title to Properties Liens Intellectual Property. A. After giving effect to the transactions contemplated by this Agreement to occur on the Effective Date, Holdings Company and its Subsidiaries have good, sufficient and legal title to all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. B. Company has acquired, pursuant to the Acquisition Agreement, that which Seller has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary fightsrights, whether or not subject to statutory registration or protection, being collectively referred to herein as "MBW Intellectual Property") relating exclusively to, or used exclusively in connection with, the Business which (i) are owned by Seller on the Closing Date and (ii) are necessary, together with the fights rights licensed to Company under the Shared Technology License Agreement and the Patent License Agreement, for the operation of the Business as conducted on the Closing Date, except as set forth on Schedule S SB 5.5B annexed hereto; provided, however, that such MBW Intellectual Property does not include any rights to the brand name "Country Crock," "Pennant" or "Bakers Source." C. Company has acquired, pursuant to the Log Cabin Acquisition Agreement, that which Kraft has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to herein as "Log Cabin Intellectual Property") relating exclusively to, or used exclusively in connection with, the Log Cabin Business which (i) are owned by Kraft on July 1,1997 1, 1997 and (ii) are necessary, together with the rights licensed to Company under the Log Cabin Patent License Agreement, for the operation of the Log Cabin Business as conducted on July 1, 1997, except as set forth on Schedule 5.5C annexed hereto. D. After giving effect to the Xxxxxx Xxxxx Acquisition, Company has acquired, pursuant to the Xxxxxx Xxxxx Acquisition Agreement, that which P&G has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to herein as "Xxxxxx Xxxxx Intellectual Property") relating exclusively to, or used exclusively in connection with, the Xxxxxx Xxxxx Business which (i) are owned by P&G on the Effective Date and (ii) are necessary, together with the fights rights licensed to Company under the Xxxxxx Xxxxx Patent License Agreement, for the operation of the Xxxxxx Xxxxx Business as conducted on the Effective Date, except as set forth on Schedule 5.5D annexed hereto. E. Company has acquired all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to as "Van xx Xxxx'x Intellectual Property) under the VDK Credit Agreement, except as set forth on Schedule 5.5E annexed hereto. F. Each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the operation of its business as conducted except for Intellectual Property the failure to own or license which could not reasonably be expected to have a Material Adverse Effect. No claim of which any Loan Party has been given notice has been asserted and is pending by any Person challenging or questioning the use by any Loan Party of any such Intellectual Property the validity or effectiveness of any such Intellectual Property, nor does Holdings or Company know of any valid basis for any such claim, except for such claims that in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Title to Properties Liens Intellectual Property. A. After giving effect to the transactions contemplated by this Agreement to occur on the Effective Date, Holdings Company and its Subsidiaries have good, sufficient and legal title to all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. B. Company has acquired, pursuant to the Acquisition Agreement, that which Seller has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-know- how (such items, together with all applications therefor and all other intellectual property and proprietary fightsrights, whether or not subject to statutory registration or protection, being collectively referred to herein as "MBW Intellectual Property") relating exclusively to, or used exclusively in connection with, the Business which (i) are owned by Seller on the Closing Date December 31, 1996 and (ii) are necessary, together with the fights rights licensed to Company under the Shared Technology License Agreement and the Patent License Agreement, for the operation of the Business as conducted on the Closing Date, except as set forth on Schedule S SB 5.5B annexed hereto; provided, ------------- --------- however, that such MBW Intellectual Property does not include any rights to the ------- brand name "Country Crock," "Pennant" or "Bakers Source." C. Company has acquired, pursuant to the Log Cabin Acquisition Agreement, that which Kraft has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to herein as "Log Cabin Intellectual Property") relating exclusively to, or used exclusively in connection with, the Log Cabin Business which (i) are owned by Kraft on July 1,1997 1, 1997 and (ii) are necessary, together with the rights licensed to Company under the Log Cabin Patent License Agreement, for the operation of the Log Cabin Business as conducted on July 1, 1997, except as set forth on Schedule 5.5C ------------- annexed hereto. D. After giving effect to the Xxxxxx Xxxxx Acquisition, Company has acquired, pursuant to the Xxxxxx Xxxxx Acquisition Agreement, that which P&G has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to herein as "Xxxxxx Xxxxx Intellectual Property") relating exclusively to, or used exclusively in connection with, the Xxxxxx Xxxxx Business which (i) are owned by P&G on the Effective Date January 16, 1998 and (ii) are necessary, together with the fights rights licensed to Company under the Xxxxxx Xxxxx Patent License Agreement, for the operation of the Xxxxxx Xxxxx Business as conducted on July 1, 1998, except as set forth on Schedule 5.5D annexed hereto. ------------- E. Company has acquired all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to as "Van xx Xxxx'x Intellectual Property") necessary for the operation of Van xx Xxxx'x as conducted on July 1, 1998, except as set forth on Schedule 5.5E annexed hereto. ------------- F. Company has acquired all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to as "Sea Coast Intellectual Property") necessary for the operation of Sea Coast as conducted on March 31, 1999, except as set forth on Schedule 5.5F annexed hereto. ------------- G. Company has acquired all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to as "Lender's Bagels Intellectual Property") necessary for the operation of Lender's Bagels as conducted on the Effective Date, except as set forth on Schedule 5.5D 5.5G annexed hereto.. ------------- E. H. Each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the operation of its business as conducted except for Intellectual Property the failure to own or license which could not reasonably be expected to have a Material Adverse Effect. No claim of which any Loan Party has been given notice has been asserted and is pending by any Person challenging or questioning the use by any Loan Party of any such Intellectual Property the validity or effectiveness of any such Intellectual Property, nor does Holdings or Company know of any valid basis for any such claim, except for such claims that in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Title to Properties Liens Intellectual Property. A. After giving effect to the transactions contemplated by this Agreement to occur on the Effective Date, Holdings Company and its Subsidiaries have good, sufficient and legal title to all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. B. Company has acquired, pursuant to the Acquisition Agreement, that which Seller has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-know- how (such items, together with all applications therefor and all other intellectual property and proprietary fightsrights, whether or not subject to statutory registration or protection, being collectively referred to herein as "MBW Intellectual Property") relating exclusively to, or used exclusively in connection with, the Business which (i) are owned by Seller on the Closing Date December 31, 1996 and (ii) are necessary, together with the fights rights licensed to Company under the Shared Technology License Agreement and the Patent License Agreement, for the operation of the Business as conducted on the Closing Date, except as set forth on Schedule S SB 5.5B annexed hereto; provided, however, that such MBW Intellectual ------------- ----------------- Property does not include any rights to the brand name "Country Crock," "Pennant" or "Bakers Source." C. Company has acquired, pursuant to the Log Cabin Acquisition Agreement, that which Kraft has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to herein as "Log Cabin Intellectual Property") relating exclusively to, or used exclusively in connection with, the Log Cabin Business which (i) are owned by Kraft on July 1,1997 1, 1997 and (ii) are necessary, together with the rights licensed to Company under the Log Cabin Patent License Agreement, for the operation of the Log Cabin Business as conducted on July 1, 1997, except as set forth on Schedule 5.5C ------------- annexed hereto. D. After giving effect to the Xxxxxx Xxxxx Acquisition, Company has acquired, pursuant to the Xxxxxx Xxxxx Acquisition Agreement, that which P&G has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to herein as "Xxxxxx Xxxxx Intellectual Property") relating exclusively to, or used exclusively in connection with, the Xxxxxx Xxxxx Business which (i) are owned by P&G on the Effective Date January 16, 1998 and (ii) are necessary, together with the fights rights licensed to Company under the Xxxxxx Xxxxx Patent License Agreement, for the operation of the Xxxxxx Xxxxx Business as conducted on the Existing Effective Date, except as set forth on Schedule 5.5D annexed hereto.. ------------- E. Company has acquired all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to as "Van xx Xxxx'x Intellectual Property") necessary for the operation of Van xx Xxxx'x as conducted on the Existing Effective Date, except as set forth on Schedule 5.5E annexed hereto. ------------- F. Company has acquired all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to as "Sea Coast Intellectual Property") necessary for the operation of Sea Coast as conducted on the Effective Date, except as set forth on Schedule 5.5F annexed hereto. ------------- G. Each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the operation of its business as conducted except for Intellectual Property the failure to own or license which could not reasonably be expected to have a Material Adverse Effect. No claim of which any Loan Party has been given notice has been asserted and is pending by any Person challenging or questioning the use by any Loan Party of any such Intellectual Property the validity or effectiveness of any such Intellectual Property, nor does Holdings or Company know of any valid basis for any such claim, except for such claims that in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Title to Properties Liens Intellectual Property. A. After giving effect to the transactions contemplated by this Agreement to occur on the Effective Closing Date, Holdings and its Subsidiaries have good, sufficient and legal title to all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. B. After giving effect to the Acquisition, Company has acquired, pursuant to the Acquisition Agreement, that which Seller has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary fights, whether or not subject to statutory registration or protection, being collectively referred to herein as "MBW Intellectual Property") relating exclusively to, or used exclusively in connection with, the Business which (i) are owned by Seller on the Closing Date and (ii) are necessary, together with the fights licensed to Company under the Shared Technology License Agreement and the Patent License Agreement, for the operation of the Business as conducted on the Closing Date, except as set forth on Schedule S SB annexed hereto; provided, however, that such MBW Intellectual Property does not include any rights to the brand name "Country Crock," "Pennant" or "Bakers Source." C. Company has acquired, pursuant to the Log Cabin Acquisition Agreement, that which Kraft has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to herein as "Log Cabin Intellectual Property") relating exclusively to, or used exclusively in connection with, the Log Cabin Business which (i) are owned by Kraft Seller on July 1,1997 the Closing Date and (ii) are necessary, together with the rights licensed to Company under the Log Cabin Shared Technology License Agreement and the Patent License Agreement, for the operation of the Log Cabin Business as conducted on July 1, 1997, except as set forth on Schedule 5.5C annexed hereto. D. After giving effect to the Xxxxxx Xxxxx Acquisition, Company has acquired, pursuant to the Xxxxxx Xxxxx Acquisition Agreement, that which P&G has represented is the ownership of all patents, copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, trade dress, service marks, assumed names and know-how (such items, together with all applications therefor and all other intellectual property and proprietary rights, whether or not subject to statutory registration or protection, being collectively referred to herein as "Xxxxxx Xxxxx Intellectual Property") relating exclusively to, or used exclusively in connection with, the Xxxxxx Xxxxx Business which (i) are owned by P&G on the Effective Date and (ii) are necessary, together with the fights licensed to Company under the Xxxxxx Xxxxx Patent License Agreement, for the operation of the Xxxxxx Xxxxx Business as conducted on the Effective Closing Date, except as set forth on Schedule 5.5D 5.5B annexed hereto; provided, however, that such Intellectual Property does not include any rights to the brand name "Country Crock," "Pennant" or "Bakers Source." E. C. Each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the operation of its business as conducted except for Intellectual Property the failure to own or license which could not reasonably be expected to have a Material Adverse Effect. No claim of which any Loan Party has been given notice has been asserted and is pending by any Person challenging or questioning the use by any Loan Party of any such Intellectual Property the validity or effectiveness of any such Intellectual Property, nor does Holdings or Company know of any valid basis for any such claim, except for such claims that in the aggregate could not reasonably be expected to have a Material Adverse Effect.