Examples of Acquired Company Intellectual Property in a sentence
The Acquired Companies have not transferred ownership of, or granted any exclusive license of or right to use, or authorized the retention of any exclusive rights to use or joint ownership of, any Technology or Intellectual Property Rights that are or were Acquired Company Intellectual Property to any Person.
The Companies have taken all reasonable and necessary steps to maintain and enforce the Acquired Company Intellectual Property and to preserve the confidentiality of all Trade Secrets included in the Acquired Company Intellectual Property.
All of the Acquired Company Intellectual Property is valid and enforceable, and all Acquired Company IP Registrations are subsisting and in full force and effect.
The consummation of the transaction as contemplated hereby and by the Collateral Agreements will not result in any loss of any Company Intellectual Property Rights owned or licensed by any Acquired Company and used in the Business, including any Acquired Company Intellectual Property Right, or the right to use any such Company Intellectual Property Rights in the same manner as used as of the date hereof.
To the Knowledge of the Sellers, neither any Seller nor Company has granted any exclusive license to any Third Party with respect to any Transferred Intellectual Property or Acquired Company Intellectual Property, nor to the Knowledge of the Sellers would the source code escrow arrangements described in Section 5.9(c) of the Sellers Disclosure Schedule reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the operation and conduct of the Business.
The Acquired Company Intellectual Property constitutes all the Technology and Intellectual Property Rights used in the conduct of and/or necessary to conduct the business of the Acquired Companies as currently conducted and to perform any services it may be required to perform under a Collateral Agreement and as it is currently planned to be conducted.
The Acquired Companies own or have the valid and enforceable right to use all Acquired Company Intellectual Property, free and clear of all Encumbrances other than Permitted Encumbrances and those set forth in Section 3.11(a) of the Disclosure Schedules.
To Seller’s Knowledge, no Person has infringed, misappropriated or otherwise violated any Acquired Company Intellectual Property.
The Acquired Company Intellectual Property shall be available for use by Parent and the Acquired Companies immediately after the Closing Date on identical terms and conditions to those under which the Business and the Acquired Companies owned or used the Acquired Company Intellectual Property immediately prior to the Closing Date.
The Acquired Companies are not subject to any outstanding or prospective Governmental Order (including any motion or petition therefor) that does or could reasonably be expected to restrict or impair the use of any Acquired Company Intellectual Property.