Conflicting Rights of Third Parties. The Corporation has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties. Use of the Proprietary Rights does not require the consent of any other person and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and neither the Corporation nor any Shareholder knows of any valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been cancelled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. Sellers have the sole and exclusive right (except with respect to certain licensed Proprietary Rights) to use the Proprietary Rights without infringing or violating the rights of any third parties. No consent of third parties will be required for the transfer thereof to Purchaser or the use thereof by Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and Sellers know of no valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. The Company has the sole and exclusive right, excluding all Proprietary Rights which the Company has the right to use under a "shrink-wrap" or similar mass marketing license, to use the Proprietary Rights without infringing or violating the rights of any third parties. Use of the Proprietary Rights does not require the consent of any other person and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and neither the Company nor Ladin knows of any valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. The Company has the right to use the Proprietary Rights without infringing or violating the rights of any third parties. No claim has been asserted by any person as to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and the Company does not know of any valid basis for any such claim. Each of the Proprietary Rights is valid, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. To the Best Knowledge of Sellers, the Acquired Companies have the right to use the Proprietary Rights without infringing or violating the rights of any third parties. No claim has been asserted against either Acquired Company that (i) relates to the validity or enforcement of any patent, trademark, copyright or trade secret infringement, (ii) relates to the ownership of or right to use any Proprietary Right or (iii) challenges or questions the validity or effectiveness of any license or agreement that constitutes a part of any Proprietary Right, and to the Best Knowledge of Sellers, there is no valid basis for any such claim.
Conflicting Rights of Third Parties. The Corporation or a Subsidiary (as the case may be) has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties. Use of the Proprietary Rights does not require the consent of any other person and the Proprietary Rights are freely transferable. No claim has been asserted against the Corporation or any Subsidiary by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and neither the Corporation nor any Securityholder knows of any valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been cancelled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. The Company has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties. No consent of third parties will be required for the transfer thereof to Purchaser or the use thereof by Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and the Company knows of no valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been cancelled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. Except as set forth in Exhibit ------- 3.15(b), each Seller has the sole and exclusive right to use the Proprietary ------- Rights without infringing or violating the rights of any third parties. No consent of third parties will be required for the transfer thereof to Purchaser or the use thereof by Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and such Seller knows of no valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. The Company and its Subsidiaries have the right to use the Proprietary Rights (including, to the Company's and its Subsidiaries' knowledge, all patent rights) without infringing or violating the rights of any third parties and the use of the Proprietary Rights (including, to the Company's and its Subsidiaries' knowledge, all patent rights) does not require the consent of any other person that has not been obtained (all of such consents being set forth in Schedule 2.11 of the Company Disclosure Schedule) and the Proprietary Rights held by the Company and its Subsidiaries are freely transferable, other than those set forth in Schedule 2.11 of the Company Disclosure Schedule. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and the Company and its Subsidiaries know of no valid basis for any such claim. Each of the material Proprietary Rights is valid and subsisting, has not been cancelled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
Conflicting Rights of Third Parties. Target has the right to use the Proprietary Rights without infringing or violating the rights of any third parties. Use of the Proprietary Rights does not require the consent of any other person and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning, the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and neither Target nor any Shareholder knows of any valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been canceled, abandoned or otherwise terminated and, if applicable, has been duly issued or filed.
