Business Intellectual Property. (a) Except as set forth in Schedule 2.1(c), each item of the Business Intellectual Property set forth on Schedule 2.1(c) is either: (i) owned solely by Sellers free and clear of any Liens, license or other restriction; or (ii) rightfully used and authorized for use by Sellers and their successors pursuant to a valid license, sublicense, agreement or permission. Sellers have all rights in the Business Intellectual Property necessary to conduct the Business as currently conducted.
Business Intellectual Property. (a) Subject to Sections 4.20(d)(iv) through 4.20(d)(viii), each of the Company and its Subsidiaries owns or has a valid license or right to use all Business Intellectual Property, free and clear of any liens and security interests (except Permitted Liens).
Business Intellectual Property. Section 3.8(a) of the Seller Disclosure Schedule contains a complete and accurate list of the material Business Intellectual Property that is used to conduct the Business by Seller.
Business Intellectual Property. The Intellectual Property owned or held for use by Seller Parties in its operation of the Business as specifically set forth on Schedule 2.1.1(c) (collectively, the “Business Intellectual Property”), together with the goodwill and right to xxx third-parties for past infringement or improper, unlawful or unfair use or disclosure of the Business Intellectual Property;
Business Intellectual Property. All Intellectual Property owned or used by Seller in its operation of the Business, including, without limitation, the name “Air Enterprises” and any variation or derivation thereof (collectively, the “Business Intellectual Property”), together with the goodwill and right to xxx third-parties for past infringement or improper, unlawful or unfair use or disclosure of the Business Intellectual Property;
Business Intellectual Property. If Seller owns or shall at any time hereafter acquire any rights in any Business Intellectual Property, Seller shall, and hereby does, transfer all of its rights, title and interest in such Business Intellectual Property to the Purchaser for no additional consideration. Seller shall execute and deliver such additional documents and instruments and take such other actions as the Purchaser shall reasonably request to give effect to the provisions of this Section.
Business Intellectual Property. To the Knowledge of Seller: (i) Seller has the right to grant the IP License to Buyer with respect to Business Intellectual Property free and clear of any encumbrances or other restrictions; (ii) none of the Business Intellectual Property is the subject of (A) any pending adverse judgment, injunction, order, decree or agreement restricting Seller’s current use of such Business Intellectual Property in connection with the Acquired Centers or (B) any threatened litigation or claim of infringement made in writing or any pending litigation to which Seller is a party and (iii) Seller has not sent any Person any claim, demand or notice asserting infringement of any Business Intellectual Property.
Business Intellectual Property. (a) All registered Intellectual Property owned or used by the Company and is complete and accurate ("Owned IP"). The Owned IP is valid and subsisting and is not subject, or likely to be subject to, amendment, challenge, removal or surrender.
Business Intellectual Property. 22.5 All Connect Ads Business Intellectual Property used in the operation of any Connect Ads Group Company is either owned by the Connect Ads Group Company or is used by the Connect Ads Group Company pursuant to a valid license.
Business Intellectual Property. Seller shall use reasonable best efforts to, and shall use reasonable best efforts to cause its applicable controlled Affiliates to, execute and deliver any and all documents and instruments of perfection, conveyance or transfer as may be required to vest in Purchaser title to the Business Intellectual Property and to permit Purchaser to perfect, record or protect its interests in such Business Intellectual Property.
