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 the Company has not violated, infringed upon, or unlawfully or wrongfully used the Intellectual Property of any other Person, and Seller has no Knowledge of any threat or allegation of any such violation, infringement, or unlawful or wrongful use having been made during the past three years. There is no reexamination procedure pending or threatened with respect to any of the Company's patents or other Intellectual Property. The Company has all right, title and interest in and to the Intellectual Property identified on Schedule 2.15 as being owned by the Company free and clear of any Liens other than Permitted Liens. To Seller's Knowledge, no Person is infringing upon, or violating any of the Company's rights to, the Company's Intellectual Property, except as would not reasonably be expected to have a Material Adverse Effect upon the Company.
To Seller’s Knowledge all waste containing any Hazardous Substances generated, used, handled, stored, treated or disposed of by the Company has been released or disposed of in compliance with all applicable reporting requirements under any Environmental Laws, and Seller has no Knowledge of any Environmental Claim with respect to any such release or disposal.
To Seller’s Knowledge the Company has complied with all applicable reporting requirements under all Environmental Laws concerning the disposal or release of Hazardous Substances.
To Seller’s Knowledge the operator of the Oil and Gas Properties has maintained and is maintaining all material permits with respect to the Assets necessary to operate the Oil and Gas Properties in accordance with the methods and practices of a prudent operator of oil and gas properties in Kxxxxx County, Texas. To Seller’s Knowledge, the Assets are in material compliance with applicable permits and no event has occurred which permits, or after the giving of notice or lapse of time or both would permit, the revocation or termination of any permit or the imposition of any restrictions of such a nature as may limit the operation or use of the Assets in accordance with the methods and practices of a prudent operator of oil and gas properties in Kxxxxx County, Texas.
To Seller’s Knowledge. (a) Seller has not generated, used, transported, treated, stored, released or disposed of, and has not expressly permitted anyone else to generate, use, transport, treat, store, release or dispose of, any Hazardous Substance in violation of any Law; (b) any Hazardous Substance handled or dealt with in any way in connection with the Business of Seller during Seller's ownership has been and is being handled or dealt with in all respects in compliance with applicable Laws; and (c) there has not been any generation, use, transportation, treatment, storage, release or disposal of any Hazardous Substance in connection with the conduct of the Business of Seller that, to the best of Seller's knowledge, information or belief, has created any liability under any Laws or which would require reporting to or notification of any Governmental Entity.
To Seller’s Knowledge. (A) no Copyright has been challenged or threatened in any way, and (B) none of the subject matter of any of the Copyrights infringes or is alleged to infringe any copyright of any Third Party or is a derivative work based upon the work of any other Person.
(i) With respect to each Trade Secret, any documentation relating to such Trade Secret is current, accurate and sufficient in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory of any individual.
(ii) Seller has taken reasonable precautions to protect the secrecy, confidentiality and value of all Trade Secrets (including the enforcement by Seller of a policy requiring each employee or contractor to execute proprietary information and confidentiality agreements substantially in Seller’s standard form, and all current and former employees and contractors of Seller have executed such an agreement).
(iii) To Seller’s Knowledge, Seller has good title to and absolute right to use the Trade Secrets. To Seller’s Knowledge, the Trade Secrets are not part of the public knowledge or literature and have not been used, divulged or appropriated either for the benefit of any Person (other than Seller) or to the detriment of Seller. To Seller’s Knowledge, no Trade Secret is subject to any adverse claim or has been challenged or threatened in any way or infringes any intellectual property right of any other Person.
(i) Seller has made available to Buyer a complete and accurate list of all Domain Names.
(ii) All Domain Names have been registered in the name of Seller and are in compliance in all material respects with all formal Legal Requirements, except where the failure to so register or comply would not have a Material Adverse Effect.
(iii) Except as disclosed in Part 3.20(g), no Domain Name has been or is now involved in any dispute, opposition, invalidation or cancellation Proceeding and, to Seller’s Knowledge, no such action is threatened with respect to any Domain Name.
(iv) To Seller’s Knowledge, there is no domain name application pending of any other person which would or would potentially interfere with or infringe any Domain Name.
(v) To Seller’s Knowledge, no Domain Name is infringed or, to Seller’s Knowledge, has been challenged, interfered with or threatened in any way. To Seller’s Knowledge, no Domain Name infringes, interferes with or is alleged to interfere with or infringe the trademark, copyright or domain name of any other Pe...
