9Intellectual Property. Each Group Member owns, or is licensed to use, all material Intellectual Property necessary for the conduct of its business as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning any Group Member’s use of any Intellectual Property or the validity or effectiveness of any Group Member’s Intellectual Property, nor does Holdings or Borrower know of any valid basis for any such claim, unless such claim would not reasonably be expected to have a Material Adverse Effect. The use of Intellectual Property by each Group Member, and the conduct of such Group Member’s business, as currently conducted, does not infringe on or otherwise violate the rights of any Person, unless such infringement would not reasonably be expected to have a Material Adverse Effect, and there are no claims pending or, to the knowledge of Holdings or Borrower, threatened to such effect.
9Intellectual Property. 1.9.1A Party shall not use the name, logo, marketing device or other trade-xxxx licensed to or owned by the other Party (or owner by any party for whom the other Party acts on behalf of or whom the other Party represents) without the express permission of that other Party, nor shall any intellectual property rights in the same or otherwise be transferred as a result of this Agreement. All intellectual property rights in a Party’s Property or in a third party’s Property remain with, and vest in, that party.
9Intellectual Property. Each of the Parent, Holdings, the Borrower and its respective Restricted Subsidiaries owns, or has a valid license to use, all Intellectual Property necessary for the conduct of its business as currently conducted free and clear of all Liens, except for Liens permitted by Section 7.01 and except where the failure to so own or have a license to use would not reasonably be expected to have a Material Adverse Effect. To the Parent’s, Holdings’, and the Borrower’s knowledge, no holding, injunction, decision or judgment has been rendered by any Governmental Authority and none of the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries has entered into any settlement stipulation or other agreement (except license agreements in the ordinary course of business) which would cancel the validity of the Parent’s, Holdings’, the Borrower’s or any Restricted Subsidiary’s rights in any Intellectual Property owned by the Parent, Holdings, the Borrower or any Restricted Subsidiary (the “Borrower Intellectual Property”) in any respect that would reasonably be expected to have a Material Adverse Effect. To the Parent’s, Holdings’ and the Borrower’s knowledge, no pending claim has been asserted or threatened in writing by any Person challenging the use by the Parent, Holdings, the Borrower or any Restricted Subsidiaries of any Borrower Intellectual Property or the validity of any Borrower Intellectual Property , except in each case as would not reasonably be expected to have a Material Adverse Effect. To the Parent’s, Holdings’ and the Borrower’s knowledge, the use of any Borrower Intellectual Property by the Parent, Holdings, the Borrower or its Restricted Subsidiaries does not infringe on the rights of any other Person in a manner that would reasonably be expected to have a Material Adverse Effect. The Parent, Holdings, the Borrower and its Restricted Subsidiaries have taken all commercially reasonable actions that in the exercise of their reasonable business judgment should be taken to protect the Borrower Intellectual Property, including Borrower Intellectual Property that is confidential in nature, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.
9Intellectual Property. Except where such failure would not reasonably be expected to have a Material Adverse Effect, each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does the Borrower know of any valid basis for any such claim, and the use of Intellectual Property by each Group Member does not infringe on the rights of any Person, in each case, except as could not reasonably be expected to have a Material Adverse Effect.
9Intellectual Property. (a)Part 3.9(a) of the Disclosure Schedule accurately identifies and describes each Company Product that is material to the business of the Acquired Entities as currently conducted and currently contemplated by the Company to be conducted.
9Intellectual Property. (a)Except as consistent with reasonable and customary business practices and as otherwise could not reasonably be expected to have a Material Adverse Effect, each Grantor (either itself or through licensees) (i) will use each registered Trademark (owned by such Grantor) and Trademark for which an application (owned by such Grantor) is pending, to the extent reasonably necessary to maintain such Trademark in full force free from any claim of abandonment for non-use with respect to those goods or services actually offered under the Trademark, (ii) will generally maintain products and services offered under such Trademark at a level substantially consistent with the quality of the products and services of such Grantor as of the date hereof, (iii) will not (and will not permit any licensee or sublicensee thereof to) knowingly do any act or omit to do any act whereby such Trademark could reasonably be expected to become invalidated or impaired in any material way, (iv) will not knowingly do any act or omit to do any act whereby any issued Patent (owned by such Grantor) would reasonably be expected to become forfeited, abandoned or dedicated to the public, (v) will not (and will not permit any licensee or sublicensee thereof to) knowingly do any act or omit to do any act whereby any registered Copyright (owned by such Grantor) or Copyright for which an application is pending (owned by such Grantor) could reasonably be expected to become invalidated or otherwise impaired in any material way, and (vi) will not knowingly do any act whereby any material portion of such Copyright may fall into the public domain.
9Intellectual Property. . Each Group Member owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted, except for such failure to own or license Intellectual Property as could not reasonably be expected to have a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning any Group Member’s use of any Intellectual Property or the validity or effectiveness of any Group Member’s Intellectual Property, nor does Holdings or the Borrower know of any valid basis for any such claim, unless such claim could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Loan Parties, the use of Intellectual Property by each Group Member, and the conduct of such Group Member’s business, as currently conducted, does not infringe on or otherwise violate the rights of any Person, unless such infringement or other violation could not reasonably be expected to have a Material Adverse Effect, and there are no claims pending or, to the knowledge of Holdings or the Borrower, threatened to such effect.
9Intellectual Property. 3.9.1Schedule 2 contains a complete and accurate listing as of the Effective Date of all (A) such Grantor’s Intellectual Property consisting of the following: (i) U.S. federal Trademark registrations and applications for Trademark registration, (ii) U.S. federal Patents and Patent applications, together with all reissuances, continuations, continuations in part, revisions, extensions, and reexaminations thereof, and (iii) U.S. federal Copyright registrations and applications for registration and (B) written licenses for all forms of Intellectual Property described in clauses (A)(i)-(iii) above that are owned by a third party and licensed to the Grantors or otherwise used by the Grantors under contract that are material to the business of the Borrower and its Subsidiaries (taken as a whole) other than (1) off-the-shelf Software and Software subject to shrink-wrap, click-wrap and other generally commercially available licenses and (2) non-exclusive licenses entered into in the ordinary course of business and which do not include any right to commercialize any product of a Grantor (which, for the avoidance of doubt, includes investigator-initiated study agreements and material transfer agreements related to research, in both cases, to the extent involving non-exclusive license grants that are entered into in the ordinary course of business). With respect to the Intellectual Property set forth in Sections 3.9.1(A)(i) through 3.9.1(A)(iii), all of the U.S. registrations, applications for registration or applications for issuance are owned exclusively by, and recorded in the name of the applicable Grantor.
9Intellectual Property. 4.9.1If, after the Effective Date, any Grantor (i) obtains ownership rights to, including, but not limited to filing of a statement of use or an amendment to allege use with the United States Patent and Trademark Office, or applies for or seeks registration of (other than the application for the registration of an intent to use a Trademark prior to the filing of a statement of use or an amendment to allege use), any Patent, Trademark or Copyright with the United States Patent and Trademark Office or United States Copyright Office, as applicable, or (ii) enters into a license of the type required to be scheduled pursuant to Section 3.9.1(B), in addition to the Patents, Trademarks, Copyrights and licenses described in Schedule 2 (other than as a result of an application that is then subject to a Copyright Security Agreement, Patent Security Agreement or Trademark Security Agreement, as applicable, becoming registered), then such Grantor shall give the Administrative Agent notice thereof, concurrently with the delivery of the certificate of a Financial Officer of the Borrower required to be delivered pursuant to Section 5.01(c) of the Credit Agreement covering the period in which such Intellectual Property was applied for, registered, or entered into, as applicable. Each Grantor agrees promptly after request by the Administrative Agent to execute and deliver to the Administrative Agent any Copyright Security Agreement, Patent Security Agreement or Trademark Security Agreement, as applicable, or any other document reasonably requested by the Administrative Agent to evidence the Administrative Agent’s security interest in such new application, registration or license (to the extent such Grantor has an obligation to perfect a security interest or lien in such Collateral under the Loan Documents) in a form appropriate for recording in the applicable federal office.
9Intellectual Property. Each Group Member owns, or is licensed, or otherwise has the right, to use, all Intellectual Property reasonably necessary for the conduct of its business as currently conducted. To the knowledge of the Borrower, no claim has been asserted and is pending by any Person challenging or questioning any Group Member’s use of any Intellectual Property or the validity or effectiveness of any Group Member’s Intellectual Property, nor does any Loan Party know of any valid basis for any such claim, unless such claim could not reasonably be expected to have a Material Adverse Effect. The use of Intellectual Property by each Group Member, and the conduct of such Group Member’s business, as currently conducted, does not infringe on or otherwise violate the rights of any Person, unless such infringement could not reasonably be expected to have a Material Adverse Effect, and there are no claims pending or, to the knowledge of any Loan Party, threatened in writing to such effect.
