Trademarks, Trade Names, Etc. All patents, trademarks, service marks, trade names, copyrights and similar rights (collectively, "Rights"), and any applications in respect thereof, and inventions, processes and formulae (collectively, "Processes") used by Seller in whole or in part for the conduct of its business, all of which are owned by Seller free and clear of any and all licenses, liens, claims, security interests, charges or encumbrances whatsoever, are valid and in good standing, and do not to the best of Seller's knowledge infringe upon, and have not to the best of Seller's knowledge, in the past infringed upon, the rights of any other person, firm or corporation.
Trademarks, Trade Names, Etc. Borrower owns or licenses all patents, trademarks, trade names, service marks and copyrights (collectively, “Intellectual Property”) that it utilizes in its business as presently being conducted and as anticipated to be conducted, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect on Borrower. The Intellectual Property is in full force and effect, and Borrower has taken or caused to be taken all action, necessary to maintain the Intellectual Property in full force and effect and has not taken or failed to take or cause to be taken any action which, with the giving of notice, or the expiration of time, or both, could result in any such Intellectual Property being revoked, invalidated, modified, or limited.
Trademarks, Trade Names, Etc. Xxxxxxx owns, or is licensed to use, the intangible property required to permit the operation of Xxxxxxx'x business as currently conducted. There are no pending actions or other judicial or adversarial proceedings involving Xxxxxxx concerning any of the intangible property and, to the best of Xxxxxx'x actual knowledge, there is no basis for any such action or proceeding; no such action or proceeding is threatened which, in either case, if adversely determined, would have a Material Adverse Effect on Xxxxxxx. The use of each such item of intangible property required to permit the operation of Xxxxxxx'x business as presently conducted does not conflict with, infringe upon, or violate any proprietary or other rights of any other person, which conflict, infringement or violation would, individually or in the aggregate, have a Material Adverse Effect on Xxxxxxx.
Trademarks, Trade Names, Etc. Top Air owns, or is licensed to use the intangible property required to permit the operation of Top Air's business as currently conducted. There are no pending actions or other judicial or adversarial proceedings involving Top Air concerning any of the intangible property and, to the best of Top Air's actual knowledge, there is no basis for any such action or proceeding; no such action or proceeding is threatened which, in either case, if adversely determined, would have a Material Adverse Effect on Top Air. The use of each such item of intangible property required to permit the operation of Top Air's business as presently conducted does not conflict with, infringe upon, or violate any proprietary or other rights of any other person, which conflict, infringement or violation would, individually or in the aggregate, have a Material Adverse Effect on Top Air.
Trademarks, Trade Names, Etc. Manager possesses the valid and enforceable right to use its limited liability company name and any trademarks, trade names, licenses and other intellectual property now used to conduct its business, and there are no conflicts between such rights and rights asserted by others. Manager has provided to Owner the Robexxx Xxxperties Management, L.L.C. Method and Procedures Manual (revised September, 1996), which contains all of the trademarks, trade names, licenses, know-how, procedures and other intellectual property used to conduct Manager's business. Notwithstanding the foregoing, the service mark "Xxeating Communities for Superior Lifestyles" and the "Robexxx" xxgotype and all of the rights of each and every kind to such service marks and related intellectual property (collectively, the "Excluded Mark") xs hereby specifically excluded from this Section 2.9. Manager and Owner hereby acknowledge that Manager has never owned the Excluded Mark xxx that the Excluded Mark xx solely and exclusively owned by Robexxx Xxxperties, Inc.
Trademarks, Trade Names, Etc. Owner possesses the valid and enforceable right to use its name and any trademarks, trade names, licenses and other intellectual property now used to conduct its businesses other than the Excluded Mark, xxd there are no conflicts between such rights and rights asserted by others (other than regarding the name "Highland Park").
Trademarks, Trade Names, Etc. Borrower has ownership or the lawful right to use all trade names, trademarks, and other intellectual property which it utilizes in its business as presently being conducted and as anticipated to be conducted, and all such property or property rights are described on Exhibit 10.19 hereto.
Trademarks, Trade Names, Etc. Seller owns all intellectual property rights which relate to the Purchased Assets or which are necessary to operate its business in the manner in which it is currently being conducted. Seller has not received any notice with respect to any alleged infringement or unlawful or improper use of any intellectual property owned or alleged to be owned by others. Seller has not at any time transferred or encumbered, in whole or in part, any interest in any intellectual property. No person or entity who is not a party to this Agreement has any interest in any such intellectual property.
Trademarks, Trade Names, Etc. The Seller owns, or is licensed or to the best knowledge of Seller and Shareholder, otherwise has the full rights to use, all Proprietary Rights used in or necessary for the conduct of the business of the Seller as heretofore conducted, and as presently contemplated to be conducted. Schedule 5.14 contains an accurate and complete list of all Proprietary Rights owned, used or proposed to be used by the Seller, all licenses or other agreements with respect thereto, and all applications therefor. Except as set forth in Schedule 5.14, to the best of Seller's and Stockholders' knowledge: the Seller has the sole and exclusive right to use the Proprietary Rights referred to therein, all of such Proprietary Rights are included in the Assets and the consummation of the Contemplated Transactions will not alter or impair any such rights; no claims have been asserted by any Person to the use of any such Proprietary Rights or challenging or questioning the validity or effectiveness of any such Proprietary Rights, licenses or agreements, and there is no valid basis for any such claim; and the use of such Proprietary Rights by the Seller does not violate or infringe the rights of any Person. Neither the Seller nor, to the best knowledge of Seller and Stockholders, any other Person is in default under any license or other agreement relating to such Proprietary Rights, and all such licenses and agreements are valid, enforceable and in full force and effect.
Trademarks, Trade Names, Etc. None of Seller's trade names (including One Stop School Shop and 1stopschoolshop), trademarks or domain names (including 0xxxxxxxxxxxxxx.xxx) have been called into question or challenged and, to the knowledge of Seller and the Principals, Seller is not infringing upon any patents, trade names, trademarks, service marks, copyrights, domestic or foreign, or any other intellectual property rights of any other person, firm or entity. Seller has not granted any right, title or interest in and to any of its trade names, trademarks or domain names to any other firm. Seller is the owner thereof and has the exclusive right to use the same. Seller has not received any notice (written or oral) claiming that the conduct of Seller's Business infringes upon any patents, trademarks, trade names, service marks or copyrights, domestic or foreign, or any other intellectual property rights of any other person, firm or corporation.
