Trade Names and Other Intangible Property. (a) Schedule 2.22 attached hereto sets forth a true, correct and complete list and, where appropriate, a description of, all Intangible Property. True, correct and complete copies of all licenses and other agreements relating to the Intangible Property have been previously delivered by the Seller to the Buyer.
(b) Except as otherwise disclosed in Schedule 2.22 attached hereto, the Seller is the sole and exclusive owner of all Intangible Property and all designs, permits, labels and packages used on or in connection therewith. The Intangible Property owned by the Seller is sufficient to conduct the Seller's business as presently conducted and, when transferred to the Buyer pursuant to this Agreement, will be sufficient to permit the Buyer to conduct the business of the Seller as presently conducted by the Seller. The Seller has received no notice of, and has no knowledge of any basis for, a claim against it that any of its operations, activities, products or publications infringes on any patent, trademark, trade name, copyright or other property right of a third party, or that it is illegally or otherwise using the trade secrets, formulae or any property rights of others. The Seller has no disputes with or claims against any third party for infringement by such third party of any trade name or other Intangible Property of the Seller. The Seller has taken all steps reasonably necessary to protect its right, title and interest in and to the Intangible Property.
Trade Names and Other Intangible Property. (a) Schedule 2.22(a) attached hereto sets forth a true, correct and complete list of all trademarks, patents, patent applications, invention records, lab notebooks, procedures ("SOPs") and research and development activity reports of the Seller which relate to or are used or held for use in connection with the Business and all trademarks, patents, patent applications, invention records, lab notebooks, SOPs and research and development activity reports of BSA. True, correct and complete copies of all licenses and other agreements relating to the Intangible Property of the Seller and of BSA have been previously made available by the Seller to the Buyer and are listed on Schedule 2.16(a). All such licenses and agreements are in full force and effect and neither the Seller or BSA nor, to the best of the Seller's knowledge, any of the other parties to such licenses or agreements is in breach of any provision of, or in default under any of the terms of, such licenses or agreements and, to the best of the Seller's knowledge, no condition exists which, with the passage of time, the giving of notice, or both, would result in such a breach or default. The consummation of the transactions contemplated by this Agreement neither constitutes a breach of nor causes a termination of any such license or agreement.
(b) Schedule 2.22(b) attached hereto sets forth a true, correct and complete list, and where appropriate, a description of all Intangible Property set forth in Schedule 2.22
(a) to which neither Seller nor BSA's rights are exclusive. Except as otherwise disclosed in Schedule 2.22(b) attached hereto, the Seller or BSA exclusively owns or has the exclusive right to use all Intangible Property listed on Schedule 2.22(a) and all designs, permits, labels and packages used on or in connection therewith relating to the Business. Seller has not knowingly misappropriated the trade secrets of any third party. The Intangible Property set forth in Schedule 2.22
(a) is sufficient to enable the Seller and BSA to conduct the Business as presently conducted by the Seller and BSA.
(c) Except as disclosed in Schedule 2.22(b), neither the Seller nor BSA has received any notice of, and there is no basis for, a claim against it that any of its operations, activities, products or publications infringes any patent. Except as disclosed in Schedule 2.22(b), neither the Seller nor BSA has received any notice of, and to the best of Seller's knowledge, there is no basis for, a claim against...
Trade Names and Other Intangible Property. (a) (i) Schedule 1.1(a)(v) hereto sets forth a true, correct, and complete list of all the trademarks and trade names (other than the Upshxx-Xxxxx xxxe and logo and the Uniserts(R) name) used in connection with the Product Lines. True, correct and complete copies of all licenses and other agreements relating to the trademarks and trade names listed on Schedule 1.1(a)(v) hereto have been previously delivered by the Seller to the Buyer.
Trade Names and Other Intangible Property. Schedule 2.10 contains a ----------------------------------------- ------------- true and complete list of all registered and, to the knowledge of TJX, unregistered trademarks, trade names and service marks and applications therefor owned by or licensed to TJX, Seller, the Trade Name Sub or CDM and used in the Business as presently conducted by the Division, other than certain marks and names the use of which is not material to the Division. Except as disclosed on Schedule 2.10, to the knowledge of TJX, Seller, the Trade Name Sub or CDM owns ------------- or has the right to use all trademarks, trade names and service marks identified on Schedule 2.10, except for such failures to own or have the right to use as in ------------- the aggregate would not reasonably be expected to have a Material Adverse Effect. Each Contract that involves liabilities or obligations of the Division to any third party in excess of $150,000 for the use of trademarks, trade names or service marks is listed on Schedule 2.10. ------------- Except as set forth on Schedule 2.10, (a) to the knowledge of TJX, no ------------- other person has made a written claim that is currently unresolved that such other person is the legal owner of any of the trademarks, trade names and service marks listed on Schedule 2.10; (b) TJX, Seller, the Trade Name Sub and ------------- CDM, and each of them, has the right to transfer the right to use all of the trademarks, trade names and service marks listed on Schedule 2.10 for use by ------------- Buyer in the conduct of the Business as is presently conducted; and (c) none of TJX, the Trade Name Sub or Seller have granted any license or right to use any of the trademarks, trade names and service marks identified in Schedule 2.10 to ------------- any other Person other than as set forth on Schedule 2.10. -------------
Trade Names and Other Intangible Property. The Seller is the sole and exclusive owner of all Intangible Property and all designs, permits, labels and packages used on or in connection therewith. The Intangible Property owned by the Seller are sufficient to conduct the Seller's business as presently and historically been conducted and, when transferred to the Buyer pursuant to this Agreement, will be sufficient to permit the Buyer to conduct the business of the Seller as presently conducted by the Seller. The Seller has not received any notice of, and has no knowledge of any basis for, a claim against it that any of its operations, activities, products or publications infringes on any patent, trademark, trade name, copyright or other property right of a third party, or that it is illegally or otherwise using the trade secrets, formulae or any property rights of others. The Seller has no disputes with or claims against any third party for infringement by such third party of any trade name or other Intangible Property of the Seller. The Seller has taken all steps reasonably necessary to protect its right, title and interest in and to the Intangible Property.
Trade Names and Other Intangible Property. (a) Schedule 2.19(a) attached hereto sets forth a true, correct and complete list of all registered trade names, registered trademarks, patents, websites, domain names and applications thereto that relate primarily to or are used or held for use in connection with the Business (other than the Excluded Assets set forth in Schedule 1.1(b)(i)) (such intellectual property rights set forth on Schedule 2.19(a), together with all copyrights, websites, internet addresses, logos, designs, know-how, trade secrets, proprietary process, formulae and information, confidential information, inventions, marketing materials and all documentation and media constituting, describing or relating to the foregoing, including software, manuals, memoranda and records, relating to or used or held for use primarily in connection with the Business, referred to as “Business Intellectual Property”). Each item listed on Schedule 2.19(a), is valid and enforceable, has not expired, been abandoned or canceled. True, correct and complete copies of all licenses and other agreements relating to the Business Intellectual Property (other than customary end- and user license agreements to readily available software) have been previously made available by the Seller to the Buyer and are listed on Schedule 2.14. All such licenses and agreements are in full force and effect and neither the Seller nor BioSepra, S.A. or, to the Seller’s knowledge, any of the other parties to such licenses or agreements is in breach of any provision of, or in default under any of the terms of, such licenses or agreements and, to the Seller’s knowledge, no condition exists which, with the passage of time, the giving of notice, or both, would result in a breach or default. Assuming that all consents and approvals set forth on Schedule 2.3 attached hereto have been obtained, the consummation of the transactions contemplated by this Agreement and the Related Agreements, neither constitutes a breach of, nor causes a termination or modification of, any such license or agreement.
(b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete list, and where appropriate, a description, of all Business Intellectual Property set forth in Schedule 2.19(a) to which neither Seller nor BioSepra, S.A ‘s rights are exclusive. Except as otherwise disclosed in Schedule 2.19(b) attached hereto, the Seller or BioSepra, S.A. exclusively owns or has the exclusive right to use, free of all Encumbrances, all Business Intellectu...
Trade Names and Other Intangible Property. (a) Schedule 2.22, as updated pursuant to Subsection 7.9 ------------- hereof, attached hereto sets forth a true, correct and complete list and, where appropriate, a description of, all Intangible Property. True, correct and complete copies of all licenses and other agreements relating to the Intangible Property have been previously delivered by the Seller to the Buyer.
(b) Except as otherwise disclosed in Schedule 2.22 attached ------------- hereto, the Seller is the sole and exclusive owner of all Intangible Property and all designs, permits, labels and packages used on or in connection therewith. The Intangible Property owned by the Seller is sufficient to conduct the Seller's business as presently conducted and, when transferred to the Buyer pursuant to this Agreement, will be sufficient to permit the Buyer to conduct the business of the Seller as presently conducted by the Seller. The Seller has received no notice of, and has no knowledge of any basis for, a claim against it that any of its operations, activities, products or publications infringes on any patent, trademark, trade name, copyright or other property right of a third party, or that it is illegally or otherwise using the trade secrets, formulae or any property rights of others. The Seller has no disputes with or claims against any third party for infringement by such third party of any trade name or other Intangible Property of the Seller. The Seller has taken all steps reasonably necessary to protect its right, title and interest in and to the Intangible Property.
Trade Names and Other Intangible Property. Except as otherwise disclosed in Section 2.10 to the Seller's Disclosure Schedule, the Seller is the sole and exclusive owner of the Intellectual Property. With respect to the Division, or the Operations, the Seller has received no notice that it is illegally or otherwise using the trade secrets, formulae or any property rights of others.
Trade Names and Other Intangible Property. (a) The Seller's only Intangible Property is the name "Picture Show Video".
(b) The Seller is making no representation or warranty as to its ownership rights, if any, in the name "Picture Show Video" except for those expressly set forth in this Section 2.22. The Intangible Property owned by the Seller is sufficient to conduct the Seller's business as presently conducted and, when transferred to the Buyer pursuant to this Agreement, will be sufficient to permit the Buyer to conduct the business of the Seller as presently conducted by the Seller. The Seller has received no notice of, and has no knowledge of any basis for, a claim against it that any of its operations, activities, products or publications infringes on any patent, trademark, trade name, copyright or other property right of a third party, or that it is illegally or otherwise using the trade secrets, formulae or any property rights of others. The Seller has no disputes with or claims against any third party for infringement by such third party of any trade name or other Intangible Property of the Seller.
Trade Names and Other Intangible Property. (a) Schedule 2.22 (a) hereto sets forth a true, correct and ------------- complete list of the patents, patent applications, registered trademarks and applications for registered trademarks, registered copyrights, service marks and service names included in the Intangible Property. True, correct and complete copies of all licenses and other agreements relating to the Intangible Property have been previously delivered by the Seller to the Buyer.
(b) Except as otherwise disclosed in Schedule 2.22(b) hereto, --------------- the Seller is the sole and exclusive owner or licensee of all Intangible Property and all designs, permits, labels and packages used on or in connection therewith. The Intangible Property owned by or licensed to the Seller is sufficient to conduct the Plasma Operations Business as presently conducted and, when transferred to the Buyer pursuant to this Agreement, will be sufficient to permit the Buyer to conduct the Plasma Operations Business as presently conducted by the Seller, except for events which would not have a Material Adverse Effect. The Seller has received no notice of, and has no knowledge of any basis for, a claim against it that any of the operations, activities, or products of the Plasma Operations Business infringe on any patent, trademark, trade name, copyright or other property right of a third party, or that it is illegally or otherwise using the trade secrets, formulae or any property rights of others. The Seller has no disputes with or claims against any third party for infringement by such third party of any trade name or other Intangible Property of the Seller.
