Intellectual Property and IT Systems. (a) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Seller and each Purchased Subsidiary owns, controls, or otherwise possesses sufficient rights to use, free and clear of all Encumbrances (other than Permitted Encumbrances) all Intellectual Property necessary for the conduct of its business in substantially the same manner as conducted as of the date hereof; and (ii) all Intellectual Property owned by Sellers that is necessary for the conduct of the business of Sellers and each Purchased Subsidiary as conducted as of the date hereof is subsisting and in full force and effect, has not been adjudged invalid or unenforceable, has not been abandoned or allowed to lapse, in whole or in part, and to the Knowledge of Sellers, is valid and enforceable.
Intellectual Property and IT Systems. (a) Section 2.15(a) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Owned Intellectual Property that is issued, registered or subject to an application for issuance or registration. The Owned Intellectual Property set forth in Section 2.15(a) of the Seller Disclosure Letter is subsisting, and, to the Sellers’ Knowledge, is valid and enforceable. No Subject Company or any Seller or other Subsidiary thereof has conducted the Business in a manner that would reasonably be expected to result in (i) the cancellation or unenforceability of any issued, registered or applied for Owned Intellectual Property except as would not, individually or in the aggregate, reasonably be expected to be Material to a Reasonable Investor, or (ii) the unauthorized disclosure of any material confidential Intellectual Property used in the Business. After giving effect to the transactions contemplated by this Agreement, the Subject Companies shall (x) be the owners of all of the Owned Intellectual Property free and clear of any Liens other than Permitted Liens and (y) own, license or otherwise have the right to use all the Intellectual Property necessary and sufficient to conduct the Business as currently conducted.
Intellectual Property and IT Systems. (a) The Owned Intellectual Property is subsisting, and, to the Company’s Knowledge, is valid and enforceable. Neither the Company nor any of its Subsidiaries has conducted its business in a manner that would reasonably be expected to result in (i) the cancellation or unenforceability of any issued, registered or applied for Owned Intellectual Property except as would not, individually or in the aggregate, be Material to a Reasonable Investor, or (ii) the unauthorized disclosure of any material confidential Intellectual Property used in its business. After giving effect to the transactions contemplated by this Agreement, the Company and its Subsidiaries (x) are the owners of all of the Owned Intellectual Property free and clear of any Liens other than Permitted Liens and (y) own, license or otherwise have the right to use all the Intellectual Property necessary and sufficient to conduct their businesses as currently conducted.
Intellectual Property and IT Systems. All the Seller's and its Affiliates' right, title and interest in, to and under the Owned Intellectual Property which is used solely in connection with the Business, IT Systems which are used solely in connection with the Business, the Transferred IP Agreements, copies and tangible embodiments thereof in whatever form or medium, and all rights to xxx and recover damages for past, present and future infringement, dilution, misappropriation, violation, unlawful imitation or breach thereof;
Intellectual Property and IT Systems. (a) The Seller or its Affiliates own or have a valid and legally enforceable right to use all Intellectual Property used in the conduct of the Business as currently conducted and as conducted during the past six months (the “Business Intellectual Property”). The Seller and its Affiliates do not license, sell or distribute any Business Intellectual Property to third parties. Sections 3.10(b)(i)-(iv) of the Disclosure Schedule contains information as described below with respect to the following Intellectual Property: registered and material unregistered trademarks; registered or pending applications for patents; registered or pending applications for copyrights; registered domain names and material IT Systems.
Intellectual Property and IT Systems. (i) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, any registered intellectual property owned or purported to be owned by the Party and its Subsidiaries is subsisting and to such Party’s knowledge, is valid and enforceable.
Intellectual Property and IT Systems. In this paragraph 6:
Intellectual Property and IT Systems. (a) Schedule 4.9(a)(i) of the Companies’ Disclosure Letter lists the Material Intellectual Property that, as of the date hereof, is owned by a Group Company or included among the Canadian Assets and used by Seller or a Group Company in the conduct of the Traditional Business; Schedule 4.9(a)(ii) of the Companies’ Disclosure Letter lists all registered Intellectual Property that, as of the date hereof, is owned by a Group Company or Seller and used by Seller or a Group Company in the conduct of the Traditional Business; Schedule 4.9(a)(iii) of the Companies’ Disclosure Letter lists the Material Intellectual Property that, as of the date hereof, is licensed by any Group Company or Seller from a third party and used in the conduct of the Traditional Business; and Schedule 4.9(a)(iv) of the Companies’ Disclosure Letter lists the Material Intellectual Property that, as of the date hereof, is used in the conduct of the Traditional Business and is licensed by any Group Company or Seller to a third party.
Intellectual Property and IT Systems. (a) Section 2.15(a) of the ARC Disclosure Letter sets forth a true, complete and correct list of all Owned Intellectual Property that is issued, registered or subject to an application for issuance or registration. The Owned Intellectual Property set forth in Section 2.15(a) of the ARC Disclosure Letter is subsisting, and, to ARC’s Knowledge, is valid and enforceable. Neither ARC nor any of the Subject Companies have conducted the Business in a manner that would reasonably be expected to result in (i) the cancellation or unenforceability of any issued, registered or applied for Owned Intellectual Property or (ii) the unauthorized disclosure of any material confidential Intellectual Property used in the Business. After giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements, the Subject Companies will (x) be the owners of all of the Owned Intellectual Property free and clear of any Liens other than Permitted Liens and (y) own, license or otherwise have the right to use all the Intellectual Property necessary and sufficient to conduct the Business as currently conducted.
Intellectual Property and IT Systems. 23.1 Details of all registered trade marks, and any applications for registration therefor, which are legally and beneficially owned by a Group Member are set out in the Disclosure Letter.
