Intangible Property. Seller and the Seller Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio (collectively, the "Seller Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would not reasonably be expected to have a Portfolio Material Adverse Effect. All of the Seller Intangible Property is owned or licensed by Seller or the Seller Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would not reasonably be expected to have a Portfolio Material Adverse Effect, and neither Seller nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller Intangible Property which forfeiture, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio Material Adverse Effect. To the Knowledge of Seller, the use of Seller Intangible Property by Seller or the Seller Subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other Person, and there have been no claims made, and neither Seller nor any of the Seller Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to have a Portfolio Material Adverse Effect.
Appears in 2 contracts
Sources: Transaction Agreement (Affordable Residential Communities Inc), Transaction Agreement (Chateau Communities Inc)
Intangible Property. Seller Target and the Seller Target Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs designs, domain names and copyrights necessary for currently used in the operation of the Portfolio businesses of each of Target and the Target Subsidiaries (collectively, the "Seller Intangible PropertyTARGET INTANGIBLE PROPERTY"), except where the failure to possess or have adequate rights to use such propertiesproperty, individually or in the aggregate, would not reasonably be expected to have a Portfolio Target Material Adverse Effect. Section 3.18 of the Target Disclosure Letter sets forth a list of all trademarks, trade names, patents, service marks and domain names owned by Target or any Target Subsidiary. All of the Seller Target Intangible Property is owned or licensed by Seller Target or the Seller Target Subsidiaries free and clear of any and all LiensEncumbrances, except those thatas would not, individually or in the aggregate, would not reasonably be expected to have a Portfolio Target Material Adverse Effect, and neither Seller Target nor any such Seller Target Subsidiary has forfeited or otherwise relinquished any Seller Target Intangible Property which forfeiture, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio Material Adverse EffectProperty. To the Knowledge of SellerTarget, the use of Seller Target Intangible Property by Seller Target or the Seller Target Subsidiaries does not in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefortherefore, of any other Person. Except as set forth in Section 3.18 of the Target Disclosure Letter, and to the Knowledge of Target, there have been no claims made, and neither Seller Target nor any of the Seller Target Subsidiaries has received any notice of any claim or nor does Target otherwise knows have Knowledge that any of the Seller Target Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Target Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability thatas would not, individually or in the aggregate, would not reasonably be expected to have a Portfolio Target Material Adverse Effect.
Appears in 2 contracts
Sources: Purchase Agreement (Simon Property Group L P /De/), Purchase Agreement (Simon Property Group L P /De/)
Intangible Property. Seller The Company and the Seller its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of the Company and its Subsidiaries (collectively, the "Seller Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would has not had and could not reasonably be expected to have a Portfolio Material Adverse Effect. All of the Seller Intangible Property is owned or licensed by Seller the Company or the Seller its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Portfolio Material Adverse Effect, and neither Seller the Company nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller Intangible Property which forfeiture, individually or in the aggregate, has resulted in had or would could reasonably be expected to result in have a Portfolio Material Adverse Effect. To the Knowledge knowledge of Sellerthe Company, the use of Seller the Intangible Property by Seller the Company or the Seller its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, service mark, ▇▇and mark, ▇▇, brand ▇▇▇▇, brand and name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other Person, person and there have been no claims made, made and neither Seller the Company nor any of the Seller its Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would has not had and could not reasonably be expected to have a Portfolio Material Adverse Effect.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Forcenergy Inc), Stock Purchase Agreement (Hm4 Triton Lp)
Intangible Property. Seller CPA14 and the Seller CPA14 Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of CPA14 and the CPA14 Subsidiaries (collectively, the "Seller “CPA14 Intangible Property"”), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would not reasonably be expected to have a Portfolio CPA14 Material Adverse Effect. All of the Seller CPA14 Intangible Property is owned or licensed by Seller CPA14 or the Seller CPA14 Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would not reasonably be expected to have a Portfolio CPA14 Material Adverse Effect, and neither Seller CPA14 nor any such Seller CPA14 Subsidiary has forfeited or otherwise relinquished any Seller CPA14 Intangible Property which forfeitureforfeiture has resulted in, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio CPA14 Material Adverse Effect. To the Knowledge of SellerCPA14, the use of Seller CPA14 Intangible Property by Seller CPA14 or the Seller CPA14 Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other Person, and there have been no claims made, and neither Seller CPA14 nor any of the Seller CPA14 Subsidiaries has received any notice of any claim claims or otherwise knows has Knowledge of any claims that any of the Seller CPA14 Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller CPA14 Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to have a Portfolio CPA14 Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Corporate Property Associates 14 Inc), Agreement and Plan of Merger (Carey W P & Co LLC)
Intangible Property. Seller The Company and the Seller its Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of the Company and its Subsidiaries (collectively, the "Seller Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would has not had and could not reasonably be expected to have a Portfolio Material Adverse Effect. All of the Seller Intangible Property is owned or licensed by Seller the Company or the Seller its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Portfolio Material Adverse Effect, and neither Seller the Company nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller Intangible Property which forfeiture, individually or in the aggregate, has resulted in had or would could reasonably be expected to result in have a Portfolio Material Adverse Effect. To the Knowledge of SellerExcept as set forth on Schedule 3.14, the use of Seller the Intangible Property by Seller the Company or the Seller its Subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, service mark, ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright pyright or any pending application therefor, therefor of any other Person, person and there have been no claims made, made and neither Seller the Company nor any of the Seller its Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would has not had and could not reasonably be expected to have a Portfolio Material Adverse Effect.
Appears in 2 contracts
Sources: Purchase Agreement (Lubys Inc), Purchase Agreement (Pappas Christopher James)
Intangible Property. Seller Drilex and the Seller its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of Drilex and its Subsidiaries (collectively, the "Seller Drilex Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, properties would not reasonably be expected to have a Portfolio Material Adverse EffectEffect on Drilex. All Except as set forth on Schedule 3.1(n), all of the Seller Drilex Intangible Property is owned by Drilex or licensed by Seller or the Seller its Subsidiaries free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, would that are not reasonably be expected likely to have a Portfolio Material Adverse EffectEffect on Drilex, and neither Seller Drilex nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller Drilex Intangible Property which forfeiture, individually or in the aggregate, has resulted in or forfeiture would reasonably be expected to result in a Portfolio Material Adverse Effect. To the Knowledge knowledge of SellerDrilex, the use of Seller the Drilex Intangible Property by Seller Drilex or the Seller its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, ▇▇and mark, ▇▇, brand ▇▇▇▇, brand and name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other Person, person and there have been no claims made, made and neither Seller Drilex nor any of the Seller its Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Drilex Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has been failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Drilex Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, that would not reasonably be expected to have a Portfolio Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Baker Hughes Inc)
Intangible Property. Seller Drilex and the Seller its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of Drilex and its Subsidiaries (collectively, the "Seller Drilex Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, properties would not reasonably be expected to have a Portfolio Material Adverse EffectEffect on Drilex. All Except as set forth on Schedule 3.1(n), all of the Seller Drilex Intangible Property is owned by Drilex or licensed by Seller or the Seller its Subsidiaries free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, would that are not reasonably be expected likely to have a Portfolio Material Adverse EffectEffect on Drilex, and neither Seller Drilex nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller Drilex Intangible Property which forfeiture, individually or in the aggregate, has resulted in or forfeiture would reasonably be expected to result in a Portfolio Material Adverse Effect. To the Knowledge knowledge of SellerDrilex, the use of Seller the Drilex Intangible Property by Seller Drilex or the Seller its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, ▇▇and mark, ▇▇, brand ▇▇▇▇, brand and name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other Person, person and there have been no claims made, made and neither Seller Drilex nor any of the Seller its Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Drilex Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has been failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Drilex Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, that would not reasonably be expected to have a Portfolio Material Adverse Effect.. 13 20 (o)
Appears in 1 contract
Intangible Property. Seller The Company and the Seller its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of the Company and its Subsidiaries (collectively, the "Seller Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would has not had and could not reasonably be expected to have a Portfolio Material Adverse Effect. All of the Seller Intangible Property is owned or licensed by Seller the Company or the Seller its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Portfolio Material Adverse Effect, and neither Seller the Company nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller Intangible Property which forfeiture, individually or in the aggregate, has resulted in had or would could reasonably be expected to result in have a Portfolio Material Adverse Effect. To the Knowledge of SellerExcept as set forth on Schedule 3.19, the use of Seller the Intangible Property by Seller the Company or the Seller its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other Person, person and there have been no claims made, made and neither Seller the Company nor any of the Seller its Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would has not had and could not reasonably be expected to have a Portfolio Material Adverse Effect. To the Company's Knowledge, the Company will not suffer any Material Adverse Effect with respect to Year 2000 non-compliance.
Appears in 1 contract
Sources: Purchase Agreement (Eex Corp)
Intangible Property. Seller Keystone and the Seller Keystone Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of Keystone and the Keystone Subsidiaries (collectively, the "Seller Keystone Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would not reasonably be expected to have a Portfolio Keystone Material Adverse Effect. All of the Seller Keystone Intangible Property is owned or licensed by Seller Keystone or the Seller Keystone Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would not reasonably be expected to have a Portfolio Keystone Material Adverse Effect, and neither Seller Keystone nor any such Seller Keystone Subsidiary has forfeited or otherwise relinquished any Seller Keystone Intangible Property which forfeitureforfeiture has resulted in, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio Keystone Material Adverse Effect. To the Knowledge of SellerKeystone, the use of Seller Keystone Intangible Property by Seller Keystone or the Seller Keystone Subsidiaries does not in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service ▇▇▇▇mark, brand ▇▇▇▇mark, brand name, computer program, database, industrial designd▇▇▇▇n, copyright copyr▇▇▇▇ or any pending application therefor, of any other Person, and there have been no claims made, and neither Seller Keystone nor any of the Seller Keystone Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Keystone Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Keystone Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to have a Portfolio Keystone Material Adverse Effect.
Appears in 1 contract
Intangible Property. Seller Midland and the Seller its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of Midland and its Subsidiaries (collectively, the "Seller Midland Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, properties would not reasonably be expected to have a Portfolio Material Adverse EffectEffect on Midland. All of the Seller Midland Intangible Property is owned or licensed by Seller Midland or the Seller its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would that are not reasonably be expected likely to have a Portfolio Material Adverse EffectEffect on Midland, and neither Seller Midland nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller Midland Intangible Property which forfeiture, individually or in the aggregate, has resulted in or forfeiture would reasonably be expected to result in a Portfolio Material Adverse EffectEffect on Midland. To the Knowledge knowledge of SellerMidland, the use of Seller the Midland Intangible Property by Seller Midland or the Seller its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other Person, person and there have been no claims made, made and neither Seller Midland nor any of the Seller its Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Midland Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Midland Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, that would not reasonably be expected to have a Portfolio Material Adverse EffectEffect on Midland.
Appears in 1 contract
Intangible Property. Seller Cabot and the Seller Cabot Subsidiaries own, ------------------- possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary (including any registrations or applications for registration of any of the foregoing) currently used in the operation of the Portfolio businesses of each of Cabot and the Cabot Subsidiaries (collectively, the "Seller Cabot Intangible Property"), --------------------------- except where the failure to possess or have adequate rights to use such propertiesproperty, individually or in the aggregate, would not reasonably be expected to have constitute a Portfolio Cabot Material Adverse Effect. All of the Seller Cabot Intangible Property is owned or licensed by Seller Cabot or the Seller Cabot Subsidiaries free and clear of any and all Liens, except those thatas would not, individually or in the aggregate, would not reasonably be expected to have constitute a Portfolio Cabot Material Adverse Effect, and neither Seller Cabot nor any such Seller Cabot Subsidiary has forfeited or otherwise relinquished any Seller Cabot Intangible Property which forfeitureProperty. Except as set forth in Section 4.1(n) of the Cabot Disclosure Letter, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio Material Adverse Effect. To the Knowledge of SellerCabot, the use of Seller Cabot Intangible Property by Seller Cabot or the Seller Cabot Subsidiaries does not in any material respect conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, software license, invention, computer program, database, industrial design, copyright or any pending application therefor, of any other Person. Except as set forth in Section 4.1(n) of the Cabot Disclosure Letter, and there have been no claims mademade against Cabot or any Cabot Subsidiary, and neither Seller Cabot nor any of the Seller Cabot Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Cabot Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Cabot Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability thatas would not, individually or in the aggregate, would not reasonably be expected to have constitute a Portfolio Cabot Material Adverse Effect.
Appears in 1 contract
Intangible Property. Seller CPA:14 and the Seller CPA:14 Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of CPA:14 and the CPA:14 Subsidiaries (collectively, the "Seller “CPA:14 Intangible Property"”), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would not reasonably be expected to have a Portfolio CPA:14 Material Adverse Effect. All of the Seller CPA:14 Intangible Property is owned or licensed by Seller CPA:14 or the Seller CPA:14 Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would not reasonably be expected to have a Portfolio CPA:14 Material Adverse Effect, and neither Seller CPA:14 nor any such Seller CPA:14 Subsidiary has forfeited or otherwise relinquished any Seller CPA:14 Intangible Property which forfeitureforfeiture has resulted in, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio CPA:14 Material Adverse Effect. To the Knowledge of SellerCPA:14, the use of Seller CPA:14 Intangible Property by Seller CPA:14 or the Seller CPA:14 Subsidiaries does not in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service ▇m▇▇▇, brand ▇m▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other Person, and there have been no claims made, and neither Seller CPA:14 nor any of the Seller CPA:14 Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller CPA:14 Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller CPA:14 Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to have a Portfolio CPA:14 Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Corporate Property Associates 12 Inc)
Intangible Property. Seller HT, HLP and the Seller Subsidiaries own, possess each Subsidiary owns or have adequate holds a -------------------- license to all rights necessary to use all trademarks, service marks, trade names, patents, service marks, brand marks, brand namescopyrights, computer programs, source code, object code, databases, industrial designs designs, processes, formulae, know-how, and copyrights trade secrets necessary for the operation of the Portfolio businesses of each of HT, HLP or any Subsidiary (collectively, the "Seller HT Intangible Property"), except where the ------------------------ failure to possess or have adequate rights to use such propertiesproperties has not had, individually or in the aggregate, would and could not reasonably be expected to have have, a Portfolio Material Adverse Effect. All of the Seller HT Intangible Property is owned or licensed by Seller HT, HLP or the Seller Subsidiaries any Subsidiary free and clear of any and all LiensEncumbrances, except those thatthat have not had, individually or in the aggregate, would and could not reasonably be expected to have have, a Portfolio Material Adverse Effect, and neither Seller HT, HLP nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller HT Intangible Property which forfeitureforfeiture has resulted, individually or in the aggregate, has resulted in or would could reasonably be expected to result result, in a Portfolio Material Adverse Effect. To the Knowledge of SellerHT, HLP or any Subsidiary, the use of Seller HT Intangible Property by Seller HT, HLP or the Seller Subsidiaries any Subsidiary does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, copyright, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand trade name, patent or any pending application for any of the foregoing, any computer program, source code, object code, database, industrial design, copyright process, formula, know-how, or any pending application therefor, trade secret of any other Person, and there have been no claims made, and neither Seller HT, HLP nor any of the Seller Subsidiaries Subsidiary has received any notice of any claim or otherwise knows that any claim, and none of the Seller HT Intangible Property is invalid or unenforceable or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller HT Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would that has not had and could not reasonably be expected to have a Portfolio Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Hersha Hospitality Trust)
Intangible Property. Seller Spice and the Seller its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of Spice and its Subsidiaries (collectively, the "Seller Spice Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, properties would not reasonably be expected to have a Portfolio Material Adverse EffectEffect on Spice. All of the Seller Spice Intangible Property is owned or licensed by Seller Spice or the Seller its Subsidiaries free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, would that are not reasonably be expected likely to have a Portfolio Material Adverse EffectEffect on Spice, and neither Seller Spice nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller Spice Intangible Property which forfeiture, individually or in the aggregate, has resulted in or forfeiture would reasonably be expected to result in a Portfolio Material Adverse EffectEffect on Spice. To the Knowledge knowledge of SellerSpice, the use of Seller the Spice Intangible Property by Seller Spice or the Seller its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, ▇▇and mark, ▇▇, brand ▇▇▇▇, brand and name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other Person, person and there have been no claims made, made and neither Seller Spice nor any of the Seller its Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Spice Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Spice Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, that would not reasonably be expected to have a Portfolio Material Adverse EffectEffect on Spice.
Appears in 1 contract
Intangible Property. Seller and the Seller Subsidiaries ownTo Holdings's knowledge, possess Holdings possesses or have has adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databasesdatabase, industrial designs designs, trade secrets, technology and copyrights necessary for the operation of the Portfolio its business (collectively, the "Seller Holdings Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, properties would not reasonably be expected to have a Portfolio Holdings Material Adverse Effect. All Schedule 3.2(o) lists all material patents and trademark registrations (and applications for patents and trademark applications) or licensing agreements that are applicable to a material portion of the Seller Intangible Property is owned or licensed by Seller or business of Holdings and the Seller Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, failure to possess would not reasonably be expected to have a Portfolio Material Adverse Effect, and neither Seller nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller Intangible Property which forfeiture, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio Holdings Material Adverse Effect. To the Knowledge knowledge of SellerHoldings, except as set forth on Schedule 3.2(o) of the Holdings Letter, all of the Holdings Intangible Property is owned or used by Holdings free and clear of any and all liens, claims or encumbrances, except those that are not reasonably likely to have a Holdings Material Adverse Effect, and Holdings has not forfeited or otherwise relinquished any Holdings Intangible Property which forfeiture would result in a Holdings Material Adverse Effect. To the knowledge of Holdings, the use of Seller Holdings Intangible Property by Seller or the Seller Subsidiaries Holdings does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any valid right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other Person, person and there have been no claims made, made and neither Seller nor any of the Seller Subsidiaries Holdings has not received any notice of any claim or otherwise knows that any of the Seller Holdings Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has been failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Holdings Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, that would not reasonably be expected to have a Portfolio Holdings Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Lab Holdings Inc)
Intangible Property. Seller ProLogis and the Seller ProLogis Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of ProLogis and the ProLogis Subsidiaries (collectively, the "Seller “ProLogis Intangible Property"”), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would not reasonably be expected to have a Portfolio ProLogis Material Adverse Effect. All of the Seller ProLogis Intangible Property is owned or licensed by Seller ProLogis or the Seller ProLogis Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would not reasonably be expected to have a Portfolio ProLogis Material Adverse Effect, and neither Seller ProLogis nor any such Seller ProLogis Subsidiary has forfeited or otherwise relinquished any Seller ProLogis Intangible Property which forfeitureforfeiture has resulted in, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio ProLogis Material Adverse Effect. To the Knowledge of SellerProLogis, the use of Seller ProLogis Intangible Property by Seller ProLogis or the Seller ProLogis Subsidiaries does not in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other Person, and there have been no claims made, and neither Seller ProLogis nor any of the Seller ProLogis Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller ProLogis Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller ProLogis Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to have a Portfolio ProLogis Material Adverse Effect.
Appears in 1 contract
Intangible Property. Seller Chateau and the Seller Chateau Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of Chateau and the Chateau Subsidiaries (collectively, the "Seller “Chateau Intangible Property"”), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would not reasonably be expected to have a Portfolio Chateau Material Adverse Effect. All of the Seller Chateau Intangible Property is owned or licensed by Seller Chateau or the Seller Chateau Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would not reasonably be expected to have a Portfolio Chateau Material Adverse Effect, and neither Seller Chateau nor any such Seller Chateau Subsidiary has forfeited or otherwise relinquished any Seller Chateau Intangible Property which forfeitureforfeiture has resulted in, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio Chateau Material Adverse Effect. To the Knowledge of SellerChateau, the use of Seller Chateau Intangible Property by Seller Chateau or the Seller Chateau Subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other Person, and there have been no claims made, and neither Seller Chateau nor any of the Seller Chateau Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Chateau Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Chateau Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to have a Portfolio Chateau Material Adverse Effect.
Appears in 1 contract
Intangible Property. Seller SLH and the Seller its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databasesdatabase, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of SLH and its Subsidiaries (collectively, the "Seller SLH Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, properties would not reasonably be expected to have a Portfolio SLH Material Adverse Effect. All Schedule 3.2(o) lists all patents and trademarks or licensing agreements with respect to any patent or trademark, which in each case is applicable to a material portion of the Seller business of SLH or its Subsidiaries and the failure to possess would not reasonably be expected to have a SLH Material Adverse Effect. To the knowledge of SLH, except as set forth on Schedule 3.2(o) of the SLH Letter, all of the SLH Intangible Property is owned by SLH or licensed by Seller or the Seller its Subsidiaries free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, would that are not reasonably be expected likely to have a Portfolio SLH Material Adverse Effect, and neither Seller SLH nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller SLH Intangible Property which forfeiture, individually or in the aggregate, has resulted in or forfeiture would reasonably be expected to result in a Portfolio SLH Material Adverse Effect. To the Knowledge knowledge of SellerSLH, the use of Seller SLH Intangible Property by Seller SLH or the Seller its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other Person, person and there have been no claims made, made and neither Seller SLH nor any of the Seller its Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller SLH Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has been failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller SLH Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, that would not reasonably be expected to have a Portfolio SLH Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (SLH Corp)
Intangible Property. Seller ProLogis and the Seller ProLogis Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of ProLogis and the ProLogis Subsidiaries (collectively, the "Seller “ProLogis Intangible Property"”), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would not reasonably be expected to have a Portfolio ProLogis Material Adverse Effect. All of the Seller ProLogis Intangible Property is owned or licensed by Seller ProLogis or the Seller ProLogis Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would not reasonably be expected to have a Portfolio ProLogis Material Adverse Effect, and neither Seller ProLogis nor any such Seller ProLogis Subsidiary has forfeited or otherwise relinquished any Seller ProLogis Intangible Property which forfeitureforfeiture has resulted in, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio ProLogis Material Adverse Effect. To the Knowledge of SellerProLogis, the use of Seller ProLogis Intangible Property by Seller ProLogis or the Seller ProLogis Subsidiaries does not in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, service ▇m▇▇▇, brand ▇m▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other Person, and there have been no claims made, and neither Seller ProLogis nor any of the Seller ProLogis Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller ProLogis Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller ProLogis Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to have a Portfolio ProLogis Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Prologis)
Intangible Property. Seller To LabOne's knowledge, LabOne and the Seller its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databasesdatabase, industrial designs designs, trade secrets, technology, and copyrights necessary for the operation of the Portfolio businesses of each of LabOne and its Subsidiaries (collectively, the "Seller LabOne Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, properties would not reasonably be expected to have a Portfolio LabOne Material Adverse Effect. All Schedule 3.1(o) of LabOne Letter lists all material patents and trademark registrations (and applications for patents and trademark registrations) or licensing agreements that are applicable to a material portion of the Seller business of LabOne or its Subsidiaries. To the knowledge of LabOne, except as set forth on Schedule 3.1(o) of LabOne Letter, all of LabOne Intangible Property is owned or licensed used by Seller LabOne or the Seller its Subsidiaries free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, would that are not reasonably be expected likely to have a Portfolio LabOne Material Adverse Effect, and neither Seller LabOne nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller LabOne Intangible Property which forfeiture, individually or in the aggregate, has resulted in or forfeiture would reasonably be expected to result in a Portfolio LabOne Material Adverse Effect. To the Knowledge knowledge of SellerLabOne, the use of Seller LabOne Intangible Property by Seller LabOne or the Seller its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any valid right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other Person, person and there have been no claims made, and neither Seller LabOne nor any of the Seller its Subsidiaries has received any notice of any claim or otherwise knows knows, that any of the Seller LabOne Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has been failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller LabOne Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, that would not reasonably be expected to have a Portfolio LabOne Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Lab Holdings Inc)
Intangible Property. Seller CPA:12 and the Seller CPA:12 Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of CPA:12 and the CPA:12 Subsidiaries (collectively, the "Seller “CPA:12 Intangible Property"”), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would not reasonably be expected to have a Portfolio CPA:12 Material Adverse Effect. All of the Seller CPA:12 Intangible Property is owned or licensed by Seller CPA:12 or the Seller CPA:12 Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would not reasonably be expected to have a Portfolio CPA:12 Material Adverse Effect, and neither Seller CPA:12 nor any such Seller CPA:12 Subsidiary has forfeited or otherwise relinquished any Seller CPA:12 Intangible Property which forfeitureforfeiture has resulted in, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio CPA:12 Material Adverse Effect. To the Knowledge of SellerCPA:12, the use of Seller CPA:12 Intangible Property by Seller CPA:12 or the Seller CPA:12 Subsidiaries does not in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service ▇m▇▇▇, brand ▇m▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other Person, and there have been no claims made, and neither Seller CPA:12 nor any of the Seller CPA:12 Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller CPA:12 Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller CPA:12 Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to have a Portfolio CPA:12 Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Corporate Property Associates 12 Inc)
Intangible Property. Seller The REIT and the Seller its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of the REIT and its Subsidiaries (collectively, the "Seller REIT Intangible Property"), except where the failure to possess or have adequate rights to use such propertiesproperties has not had, individually or in the aggregate, would and could not reasonably be expected to have have, a Portfolio Material Adverse EffectEffect on the REIT. All of the Seller REIT Intangible Property is owned or licensed by Seller the REIT or the Seller its Subsidiaries free and clear of any and all LiensEncumbrances, except those thatthat have not had, individually or in the aggregate, would and could not reasonably be expected to have have, a Portfolio Material Adverse EffectEffect on the REIT, and neither Seller the REIT nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller REIT Intangible Property which forfeitureforfeiture has resulted, individually or in the aggregate, has resulted in or would could reasonably be expected to result result, in a Portfolio Material Adverse EffectEffect on the REIT. To the Knowledge of Sellerthe REIT, the use of Seller the REIT Intangible Property by Seller the REIT or the Seller its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, ▇▇and mark, ▇▇, brand ▇▇▇▇, brand and name, computer program, database, industrial design, copyright or any pending application therefor, of any other Person, and there have been no claims made, and neither Seller the REIT nor any of the Seller its Subsidiaries has received any notice of any claim or otherwise knows claim, and the REIT has no Knowledge, that any of the Seller REIT Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller REIT Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would that has not had and could not reasonably be expected to have a Portfolio Material Adverse EffectEffect on the REIT.
Appears in 1 contract
Sources: Stock Purchase Agreement (Lsf3 Capital Investments I LLC)
Intangible Property. Seller Chateau and the Seller Chateau Subsidiaries own, possess or have adequate rights to use all trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the Portfolio businesses of each of Chateau and the Chateau Subsidiaries (collectively, the "Seller Chateau Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, would not reasonably be expected to have a Portfolio Chateau Material Adverse Effect. All of the Seller Chateau Intangible Property is owned or licensed by Seller Chateau or the Seller Chateau Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, would not reasonably be expected to have a Portfolio Chateau Material Adverse Effect, and neither Seller Chateau nor any such Seller Chateau Subsidiary has forfeited or otherwise relinquished any Seller Chateau Intangible Property which forfeitureforfeiture has resulted in, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Portfolio Chateau Material Adverse Effect. To the Knowledge of SellerChateau, the use of Seller Chateau Intangible Property by Seller Chateau or the Seller Chateau Subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, service ▇▇▇▇mark, brand ▇▇▇▇mark, brand name, computer program, database, industrial designde▇▇▇▇, copyright copyri▇▇▇ or any pending application therefor, of any other Person, and there have been no claims made, and neither Seller Chateau nor any of the Seller Chateau Subsidiaries has received any notice of any claim or otherwise knows that any of the Seller Chateau Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Chateau Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, would not reasonably be expected to have a Portfolio Chateau Material Adverse Effect.
Appears in 1 contract
Intangible Property. Seller To Syntroleum's knowledge, Syntroleum and the Seller its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databasesdatabase, industrial designs designs, trade secrets, technology, and copyrights necessary for the operation of the Portfolio businesses of each of Syntroleum and its Subsidiaries (collectively, the "Seller Syntroleum Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, properties would not reasonably be expected to have a Portfolio Syntroleum Material Adverse Effect. All Schedule 3.1(o) of Syntroleum Letter lists all patents and trademarks (and applications for patents and trademarks) or licensing agreements with respect to any patent or trademark, which in each case is applicable to a material portion of the Seller business of Syntroleum or its Subsidiaries. To the knowledge of Syntroleum, except as set forth on Schedule 3.1(o) of Syntroleum Letter, all of Syntroleum Intangible Property is owned or licensed used by Seller Syntroleum or the Seller its Subsidiaries free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, would that are not reasonably be expected likely to have a Portfolio Syntroleum Material Adverse Effect, and neither Seller Syntroleum nor any such Seller Subsidiary has forfeited or otherwise relinquished any Seller Syntroleum Intangible Property which forfeiture, individually or in the aggregate, has resulted in or forfeiture would reasonably be expected to result in a Portfolio Syntroleum Material Adverse Effect. To the Knowledge knowledge of SellerSyntroleum, the use of Seller Syntroleum Intangible Property by Seller Syntroleum or the Seller its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any valid right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other Person, person and there have been no claims made, and neither Seller Syntroleum nor any of the Seller its Subsidiaries has received any notice of any claim or otherwise knows knows, that any of the Seller Syntroleum Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has been failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Seller Syntroleum Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, that would not reasonably be expected to have a Portfolio Syntroleum Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (SLH Corp)