Intangible Assets Sample Clauses

Intangible Assets. 15 SECTION 3.9

Intangible Assets. Borrower and its Guarantor Subsidiaries own, or possess the right to use, all trademarks, trade names, copyrights, patents, patent rights, licenses and other intangible assets that are necessary in the conduct of their businesses as operated, and no such intangible asset, to the best knowledge of Borrower, conflicts with the valid trademark, trade name, copyright, patent, patent right or intangible asset of any other Person to the extent that such conflict would constitute a Material Adverse Effect.

Intangible Assets. Borrower and its Subsidiaries own, or possess the right to use to the extent necessary in their respective businesses, all material trademarks, trade names, copyrights, patents, patent rights, computer software, licenses and other Intangible Assets that are used in the conduct of their businesses as now operated, and no such Intangible Asset, to the best knowledge of Borrower, conflicts with the valid trademark, trade name, copyright, patent, patent right or Intangible Asset of any other Person to the extent that such conflict could reasonably be expected to have a Material Adverse Effect. Schedule 4.8 sets forth all patents, patent applications, trademarks, trade names and trade styles used by Borrower or any of its Subsidiaries at any time within the five (5) year period ending on the Closing Date.

Intangible Assets. Each of the Borrower and the Subsidiaries possesses all patents, trademarks, service marks, trade names, and copyrights, and rights with respect to the foregoing, necessary to conduct its business as now conducted and as proposed to be conducted, without any conflict with the patents, trademarks, service marks, trade names, and copyrights and rights with respect to the foregoing, of any other Person.

Intangible Assets. 5,265 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,075 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,118,520 CONTINUED ON NEXT PAGE LIABILITIES

Intangible Assets. 5,179 Other assets............................................................................................. 104,101 Total assets............................................................................................. 6,445,094 CONTINUED ON NEXT PAGE LIABILITIES Deposits: In domestic offices...................................................................................... 4,574,509 Noninterest-bearing..................................................... 992,436 Interest-bearing........................................................ 3,582,073 Federal funds purchased and Securities sold under agreements to repurchase............................... 344,719 Demand notes issued to the U.S. Treasury................................................................. 83,802 Trading liabilities (from Schedule RC-D)................................................................. 0 Other borrowed money:.................................................................................... /////// With original maturity of one year or less.......................................................... 860,000 With original maturity of more than one year........................................................ 43,000 Bank's liability on acceptances executed and outstanding................................................. 0 Subordinated notes and debentures........................................................................ 0 Other liabilities (from Schedule RC-G)................................................................... 80,279 Total liabilities........................................................................................ 5,986,309 EQUITY CAPITAL

Intangible Assets. (i) Seller owns and has good and marketable title, solely and exclusively, to the patents (and all applications therefore), copyrights, registrations relating to all the registered trademarks, registered service marks and trade names, and the domain names included within the Intangible Assets in each case as set forth on Schedule I hereto, and Seller’s interest in the Intangible Assets is free and clear of any and all mortgages, security interests, title retention agreements, options or warrants to purchase, rights of first refusal, liens, easements, encumbrances or restrictions. None of the Intangible Assets is subject to any restriction with respect to the transferability thereof and Seller has the full power and right to sell, assign, convey and deliver the Intangible Assets to Purchaser as contemplated hereby. To Seller’s knowledge, no third party is using the trade ▇▇▇▇ or trade name Ajax (or any ▇▇▇▇ confusingly similar thereto) in violation of Seller’s rights in and to the Ajax ▇▇▇▇ in relation to the Products. (ii) Except for annuity, maintenance, renewal and other similar or related fees, there are no royalties, honoraria, fees or other payments payable by Seller to any person by reason of the ownership, use, license, sale, disposition or use of the Intangible Assets and no agreement, understanding or arrangement of any nature whatsoever exists relative thereto. (iii) No claim of infringement or other claim has been made, asserted, or, to the knowledge of Seller, threatened by or against Seller to the effect that any Intangible Asset or any Product currently manufactured, designed or sold by Seller (and/or its affiliated and related companies) interferes or has interfered with, infringes on or has infringed upon, misappropriates, unfairly competes or otherwise conflicts with any intellectual property rights of any other person. No claim of misappropriation or misuse of any invention, trade secret or other proprietary rights included among the Intangible Assets (including any claim that Seller must license or refrain from using any intellectual property rights of any third party), has been made, asserted, or, to the knowledge of Seller, threatened by or against Seller. (iv) There is currently no dispute, action, suit or proceeding pending, or to the knowledge of Seller, threatened which challenges the legality, validity, enforceability, registration, use or ownership of any Intangible Assets.

Intangible Assets. Borrower and its Subsidiaries own, or possess the right to use, all trademarks, trade names, copyrights, patents, patent rights, franchises, licenses and other intangible assets that are used in the conduct of their respective businesses as now operated or could obtain such right without causing a Material Adverse Effect, and none of such items, to the best knowledge of Borrower, conflicts with the valid trademark, trade name, copyright, patent, patent right or intangible asset of any other Person to the extent that such conflict has or could reasonably be expected to have a Material Adverse Effect.

Intangible Assets. 55 4.9 Public Utility Holding Company Act.............................................55 4.10 Litigation....................................................................55 4.11 Binding Obligations...........................................................55 4.12