Examples of OTA Assets in a sentence
To each Seller’s and Existing Operator’s Knowledge, there is no infringement or claim of infringement by others of any intellectual property rights of any Existing Operator, which infringement or claim of infringement could reasonably be expected to have a material adverse effect on the OTA Assets and the operations of the Facilities.
To Seller’s and Existing Operator’s Knowledge, neither Sellers nor Existing Operators are in default with respect to any order, judgment, or decree of any court or other Governmental Authority applicable to such Sellers, Existing Operators, the OTA Assets, or the operations of the Facilities, other than violations and defaults the consequences of which would not reasonably be expected to have a material adverse effect on the OTA Assets or the operations of the Facilities.
To each Seller’s and Existing Operator’s Knowledge, except as would not reasonably be expected to have a material adverse effect on the OTA Assets and the operations of the Facilities, no Existing Operator is a party to, nor bound by, any material contract or agreement with respect to which any such Existing Operator is the licensee that prohibits or otherwise restricts such Existing Operator from conveying such intellectual property pursuant to this OTA Agreement.
With respect to the ownership of the OTA Assets and the operations of the Facilities, neither Sellers nor Existing Operators have received written notice that any Seller, Existing Operator or any Facility is in violation of any applicable Law, except for violations that would not reasonably be expected to have a material adverse effect on the OTA Assets or the operations of the Facilities.
Schedule 4.01(j) sets forth a complete and accurate list of all insurance policies and fidelity bonds covering the Facilities, the OTA Assets and the business, operations and employees of Existing Operators.
To each New Operators’ knowledge, Schedule 4.02(d) sets forth a complete and correct list of all material permits, licenses, certifications, registrations, authorizations and accreditations from any Governmental Authority required to be obtained or held by any New Operator in connection with the ownership of the OTA Assets and operation of the Facilities (the “New Operator Licenses”).
Such access shall include reasonable access to any computerized information systems that contain data regarding the OTA Assets and/or OTA Excluded Liabilities.
No investigation or review by any Governmental Authority relating to the ownership of the OTA Assets or the operations of the Facilities is pending, or, to Seller’s and Existing Operator’s Knowledge, has been threatened in writing.