To Seller’s Knowledge. (A) there are no violations, or threatened or pending violations, of any laws, statutes, ordinances, rules or regulations with respect to the Property open, noticed or existing; and (B) except as disclosed in the Seller Information, no litigation, condemnation proceedings, eminent domain proceedings or similar actions or proceedings are now pending or threatened against the Property, or which could result in any judgment lien against the Property; nor does Seller know of or have reasonable grounds to know of any basis for any such violation, action, or claim.
To Seller’s Knowledge. (i) the conduct of the Radiopharmacy Business as currently conducted, does not infringe, misappropriate, dilute or otherwise violate the Intellectual Property of any Person; and (ii) no Person is infringing, misappropriating or otherwise violating any material Assigned Intellectual Property. Notwithstanding anything to the contrary in this Agreement, this Section 4.7 constitutes the sole representation and warranty of the Seller under this Agreement with respect to any actual or alleged infringement, misappropriation or other violation by Seller of any Intellectual Property of any other Person.
To Seller’s Knowledge. Seller has not received any written notice of a claim of a default by Seller under any Other Lease that has not been cured with such cure having been accepted by the applicable tenant as satisfactory.
To Seller’s Knowledge. Seller represents to Purchaser that the individuals identified in the definition of “To Seller’s Knowledge” in Section 1.1 of this Agreement are the senior individuals employed by Xxxx Xxxx Realty most likely to have present actual knowledge of the representations and warranties made in this Agreement.
To Seller’s Knowledge there is not any fact or circumstance which may cause the Group Companies to file or encounter any action or arbitration, and there is not any action or arbitration against any person which cause the Group Companies to be liable for any act or omission of such person.
To Seller’s Knowledge. The phrase “to Seller's Knowledge” and words of similar import shall mean the actual, current knowledge of Xxxx Xxxx, the representative of Seller with knowledge of the operations of the Property, without any independent investigation and does not include any imputed or constructive knowledge that may be attributed to such individual. Such individual shall have no personal liability under this Agreement.
To Seller’s Knowledge. (i) all registrations for Copyrights, Patent Rights and Trademarks identified in Section 4.16(a) of the Disclosure Schedule are valid and in force, and all applications to register any unregistered Copyrights, Patent Rights and Trademarks so identified are pending and in good standing, all without challenge of any kind; (ii) the Intellectual Property is valid and enforceable and has been continuously used and not abandoned and all applicable maintenance and renewal fees have been paid (except to the extent that IPR is obligated to maintain and pay such fees); and (iii) Seller has the sole and exclusive right to bring actions for infringement, misappropriation or unauthorized use of the Intellectual Property and Software included in the Acquired Assets (except as such rights have been granted to IPR). Correct and complete copies of: (x) registrations for all registered Copyrights, Patent Rights and Trademarks identified in Section 4.16(a) of the Disclosure Schedule; and (y) all pending applications to register unregistered Copyrights, Patent Rights and Trademarks identified in Section 4.16(a) of the Disclosure Schedule (together with any subsequent correspondence or filings relating to the foregoing) have heretofore been delivered by Seller to Buyer.
To Seller’s Knowledge. Exhibit 1.1.8 is a true and complete list of the Leases. To Seller's Knowledge the only tenants of the Property are the tenants listed in Exhibit 1.1.8 attached hereto and incorporated herein by this reference; provided, however, that the foregoing is not intended (and shall not be construed) as a representation by Seller of the parties that are in actual possession of any portion of the Property since there may be subtenants, licensees or assignees that are in possession of portions of the Property of which Seller may not be aware.
To Seller’s Knowledge. Exhibit 1.1.8 sets forth a true and complete list of (x) all Security Deposits (whether in the form of cash or letters of credit) made by tenants under the Leases and (y) deposits from parties under any booking contracts with respect to any auditorium or reception space located in the Real Property or the Sublease Premises.
To Seller’s Knowledge the Purchased CBU Trademarks, Purchased CBU Patents, and the Other CBU Intellectual Property, collectively, are sufficient for the operation of the CBU Business as it is currently conducted by Seller. Seller is the owner or licensee of all right, title and interest in and to each CBU Purchased Trademark and CBU Purchased Patent and, to Seller’s Knowledge, each item of the Other CBU Intellectual Property, free and clear of any and all liens or encumbrances. To Seller’s Knowledge, Seller has the right to use without payment to a third party all of the Purchased CBU Trademarks and Purchased CBU Patents, other than in respect of licenses listed in Disclosure Schedule 5.7.4.
