of the Disclosure Schedules. (a) to the Company’s Knowledge, the Company owns or possesses sufficient legal rights to all Company Intellectual Property without any conflicts with, or infringement of, the rights of others, and no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party; (b) other than with respect to commercially available software products under standard end-user object code license agreements or standard license agreements for open source software, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Patents, Trademarks, Copyrights, Trade Secrets, licenses, information, proprietary rights and processes of any other Person; (c) no claim has been asserted or, to the Company’s Knowledge, threatened against the Company involving any Intellectual Property; (d) to the Company’s Knowledge, it will not be necessary to use any inventions of any of its employees or consultants made prior to or outside the scope of their employment by the Company; (e) each employee and consultant has (i) assigned to the Company all Intellectual Property rights he or she owns that are related to the business of the Company and (ii) executed an agreement with the Company acknowledging the Company’s exclusive ownership of all Intellectual Property invented, created or developed by such employee or independent contractor within the scope of his or her employment or engagement with the Company; (f) the Company does not utilize any open source software in a manner that requires the Company to disclose, make available, or offer or deliver any portion of the source code of any proprietary Company software or component thereof to any third party.
of the Disclosure Schedules. (i) any and all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents with respect to the business or assets of any member of the Company Group or any currently or formerly owned, operated or leased real property which are in the possession or control of the Seller or Company related to compliance with Environmental Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and (ii) any and all material documents concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes).
of the Disclosure Schedules. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.
of the Disclosure Schedules. (i) The transactions contemplated by the Designated APAs have closed in accordance with their terms.
of the Disclosure Schedules. Any such income Tax Returns shall be prepared in a manner consistent with all positions taken, methods used, and elections made in prior periods in filing income tax returns for the Acquired Companies except as otherwise required by applicable Legal Requirements (including without limitation, compliance with Code Section 482 and any related Code provisions, Treasury Regulations thereunder and any comparable provisions of state Tax law) and before filing any such income tax return, PSC shall provide Buyer with a copy of such income Tax Return at least forty-five (45) days prior to the last date for timely filing such income Tax Return (giving effect to any valid extensions thereof); provided, that Buyer fully complies with Section 7.9.4 hereof regarding providing PSC with the necessary information to prepare such Tax Returns. Except as expressly set forth in this Agreement or in connection with a breach or inaccuracy in any representation, warranty or covenant of any of the Sellers, none of the Sellers shall have any liability under this Agreement (including via the Ancillary Agreements) with respect to (a) any Taxes that were taken into account in the calculation of Net Working Capital, (b) Taxes incurred as a result of actions outside the ordinary course unilaterally taken by Buyer after the Closing which are not contemplated by this Agreement (including any Tax elections made unilaterally by Buyer or which Buyer unilaterally causes the Acquired Companies to make) or otherwise required by applicable Legal Requirements or (c) Taxes incurred by the Acquired Companies after the Closing Date. Following the Closing and except as otherwise required by applicable Legal Requirements, neither Buyer nor any Acquired Company shall amend any Tax Return to the extent that such Tax Return relates to any Pre-Closing Tax Period without the prior written consent of PSC. Buyer shall, if PSC reasonably requests and at the sole expense of PSC, cause the relevant Acquired Company to file an amended separate Tax Return for the purpose of obtaining any Tax refund to which PSC would be entitled under Section 7.9.3 so long as such amended Tax Return is prepared in compliance with applicable Legal Requirements and, if made on an elective basis by PSC and not required by any Governmental Authority in connection with or to conform to a federal, state or local audit result, is not reasonably likely to result in an adverse Tax consequence to Buyer or any Acquired Company with respect ...
of the Disclosure Schedules. (b) All of the issued and outstanding Company Shares were issued in compliance with applicable Laws. The issued and outstanding Company Shares were not issued in violation of the Organizational Documents of the Company or any other agreement, arrangement, or commitment to which any Stockholder or the Company is a party.
of the Disclosure Schedules. Notwithstanding the provisions of Sections 6.07 and 6.08 above, the Sellers shall remain responsible for the settlement or resolution of all actual and threatened litigation matters set forth Section 4.25 of the Disclosure Schedules. The Purchasers, the Company and the Sellers agree that the Sellers may, in their sole discretion, continue to pursue those actual and threatened litigation matters set forth Section 4.25 of the Disclosure Schedules, and agree that the litigation decisions and litigation strategies related to such will be under the control of the Sellers’ Representative, with the exception of decisions related to the settlement of any claims, which shall require approval of the Purchaser, which approval shall not be unreasonably withheld. Any and all costs, judgments and settlements shall be netted against any and all recoveries, with the net amount being applied in the same manner as set forth in Section 6.06 above (assuming total costs exceed total recoveries), or if total recoveries exceed total costs, by Company’s payment to the Sellers of such additional amounts as soon as practicable after a final determination.
of the Disclosure Schedules. This Section 3.6 does not relate to intellectual property or Intellectual Property Rights, such items being instead the subject of Section 3.12. Each item of tangible personal property included in the Assets is in all material respects in good operating condition and state of repair (ordinary wear and tear excepted) and the tangible personal property are sufficient for the conduct of the Business as of the date hereof in all material respects other than as described on Section 3.6 of the Disclosure Schedules.
of the Disclosure Schedules. (a) each Acquired Company owns, is licensed or has the right to use all of the Intellectual Property Rights used by it in the operation of its Business, free of any infringement of any Intellectual Property Right of any other Person; (b) none of the Companies has received any written notice asserting that the conduct of the Business violates any intellectual property license agreement between any Acquired Company and any other Person or infringes or misappropriates the Intellectual Property Rights of any other Person, and the conduct of the Business as presently conducted does not infringe any Intellectual Property Right of any other Person; (c) there is no pending or, to Sellers’ Knowledge, threatened, Action contesting the validity, ownership or right to use, sell, license or dispose of any Company IP Right; and (d) to Sellers’ Knowledge, there is no unauthorized use, infringement or misappropriation by any Person of any Company IP Rights owned by the Acquired Companies.
of the Disclosure Schedules. Notwithstanding anything to the contrary, each Seller shall be required to take all actions necessary or appropriate to release the Acquired Companies as guarantors under any line of credit outstanding as of the date hereof, such releases shall be a condition to the obligation of Buyer to consummate the Contemplated Transactions.
