Common use of Intellectual Property Claims Clause in Contracts

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s business. Except as described on Schedule 5.9 of the Disclosure Letter, (i) each of the material registered Copyrights, registered Trademarks and issued Patents owned by Borrower are subsisting, valid and enforceable, (ii) no material part of the registered Intellectual Property owned by Borrower has been judged invalid or unenforceable in whole or in part, and (iii) no claim has been made to Borrower in writing that any material part of the Intellectual Property owned by Borrower nor Borrower’s use thereof in the operation of its business violates the rights of any third party. Exhibit C of the Disclosure Letter is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and any pending applications to register any of the foregoing, and any material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s business. Except as described on Schedule 5.9 of the Disclosure Letter5.9, (i) each of the material registered CopyrightsCopyrights and Trademarks owned by Borrower is valid and enforceable, registered Trademarks and issued each of the material Patents owned by Borrower are subsistingis, to the best of Borrower’s knowledge, valid and enforceable, enforceable (ii) no material part of the registered Intellectual Property owned by Borrower has been judged invalid or unenforceable unenforceable, in whole or in part, and (iii) no claim has been made to Borrower in writing that any material part of the Intellectual Property owned by Borrower nor Borrower’s use thereof in the operation of its business violates the rights of any third party. Exhibit C of the Disclosure Letter D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and any pending applications to register any of the foregoing, and any material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower AMAG is the sole beneficial owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s businessthe business of Borrower and its Subsidiaries. Except as described on Schedule 5.9 5.9, to the knowledge of the Disclosure LetterBorrower and its Subsidiaries, (i) each of the material registered Copyrights, registered Trademarks and issued Patents owned by Borrower are subsisting, is valid and enforceable, (ii) no material part of the registered Intellectual Property owned by Borrower has been judged invalid or unenforceable unenforceable, in whole or in part, and (iii) no claim in writing has been made to Borrower in writing or any Subsidiary that any material part of the Intellectual Property owned by Borrower nor Borrower’s use thereof in the operation of its business violates the rights of any third party. Exhibit C of the Disclosure Letter D is a true, correct and complete list of each of Borrower’s the material Patents, material registered Trademarks, material registered Copyrights, and any pending applications to register any of the foregoing, and any material agreements under which Borrower licenses and/or its Subsidiaries license Intellectual Property from third parties (other than shrink shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Neither Borrower nor any Subsidiary is not in material breach of, nor has Borrower or any Subsidiary failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledgethe knowledge of Borrower and its Subsidiaries, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, as applicable, the Intellectual Property material owned by it or licensed to Borrower’s businessit by third parties. Except as described on Schedule 5.9 of the Disclosure Letter5.9, (i) to the best of Borrower’s knowledge after due inquiry, each of the material registered Copyrights, registered Trademarks and issued Patents owned by Borrower are subsisting, is valid and enforceable, (ii) no material part of the registered Intellectual Property owned by Borrower has been judged invalid or unenforceable unenforceable, in whole or in part, and (iii) no written claim has been made to Borrower in writing that any material part of the Intellectual Property owned by Borrower nor Borrower’s use thereof in the operation of its business violates the rights of any third party. Exhibit C of the Disclosure Letter D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and any pending applications to register any of the foregoing, and any material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. To the best of Borrower’s knowledge after due inquiry, neither Borrower nor any Subsidiary is not in material breach of, nor has Borrower or any Subsidiary failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s its business. Except as described on Schedule 5.9 of the Disclosure Letter5.9, (i) to Borrower’s knowledge, each of the material registered issued Copyrights, registered Trademarks and issued Patents owned by Borrower are subsisting, is valid and enforceable, (ii) no material part of the registered Intellectual Property owned by of Borrower has been judged by a decision of a court of competent jurisdiction, invalid or unenforceable unenforceable, in whole or in part, and (iii) no claim has been made to Borrower in writing that any material part of the Intellectual Property owned by of Borrower nor Borrower’s use thereof in the operation of its business violates the material rights of any third party, except to the extent such claim would not reasonably be expected to cause a Material Adverse Effect. Exhibit C of the Disclosure Letter is Borrower has delivered to Lender by email a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and any pending applications to register any of the foregoing, and any material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink shrink-wrap software licenseslicenses and click on license agreements, open source code and other licenses available to the public without customization shall not be considered a material License or agreement), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunderthereunder in each case which would reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s businessProperty. Except as described on Schedule 5.9 of 5.9A (which may be updated from time to time, provided that any new information or disclosure shall not be deemed to be included in such schedule unless consented to by Lender in writing pursuant to the Disclosure Letterterms and conditions hereof), (i) to the knowledge of Borrower, each of the material issued or registered Copyrights, registered Trademarks and issued Patents owned by Borrower are subsisting, is valid and enforceable, (ii) no material part of the registered Intellectual Property owned by Borrower has been judged invalid or unenforceable unenforceable, in whole or in part, other than a rejection by the United States Patent and Trademark Office or any corresponding foreign office or agency with respect to applications for any Patents or Trademarks where such rejection would not have a material adverse effect on Borrower’s business, and (iii) no written claim has been made to Borrower in writing that any material part of the Intellectual Property owned by Borrower nor Borrower’s use thereof in the operation of its business violates the rights of any third partyparty which claim, if adversely determined against Borrower, would reasonably be expected to result in liability in excess of $250,000. Exhibit C of the Disclosure Letter Schedule 5.9B is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and any pending applications to register any of the foregoing, and any material agreements under which Borrower licenses Intellectual Property intellectual property from third parties (other than shrink shrink-wrap software licenseslicenses and other licenses for over-the-counter software), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s business. identified as being owned by such Borrower on Exhibit D. Except as described on Schedule 5.9 of the Disclosure Lettercould not reasonably be expect to result in a Material Adverse Effect, (i) each item of the material registered Copyrights, registered Trademarks and issued Patents Intellectual Property owned by such Borrower are subsisting, is valid and enforceable, (ii) no material part of the registered Intellectual Property owned by such Borrower has been judged invalid or unenforceable unenforceable, in whole or in part, and (iii) no claim has been made to such Borrower in writing that any material part of the Intellectual Property owned by such Borrower nor Borrower’s use thereof in the operation of its business violates the rights of any third party. Exhibit C of the Disclosure Letter D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and any pending applications to register any of the foregoing, and any material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s businessProperty. Except as described on Schedule 5.9 of the Disclosure Letteror as disclosed in writing by Borrower to Lender, (i) to the knowledge of Borrower, each of the material issued or registered Copyrights, registered Trademarks and issued Patents owned by Borrower are subsisting, is valid and enforceable, (ii) no material part of the registered Intellectual Property owned by Borrower has been judged invalid or unenforceable unenforceable, in whole or in part, other than a rejection by the United States Patent and Trademark Office or any corresponding foreign office or agency with respect to applications for any Patents or Trademarks, and (iii) no written claim has been made to Borrower in writing that any material part of the Intellectual Property owned by Borrower nor Borrower’s use thereof in the operation of its business violates the rights of any third party, which claim, if adversely determined against Borrower, would reasonably be expected to result in liability in excess of $250,000. Exhibit C of the Disclosure Letter D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and any pending applications to register any of the foregoing, and any material agreements under which Borrower licenses Intellectual Property intellectual property from third parties (other than shrink shrink-wrap software licenseslicenses and other licenses for over-the-counter software), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.