Common use of Intellectual Property Claims Clause in Contracts

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 business. Except as described on Schedule 5.11, each of the material Copyrights, Trademarks and Patents is valid and enforceable, no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and, to Borrower’s knowledge, no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit C is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and 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 breach of, nor has Borrower failed to perform any obligations under, any of the foregoing contracts, licenses or agreements, except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in breach thereof or has failed to perform any obligations thereunder, except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

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 business. Except as described on Schedule 5.115.9, (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and, and (iii) to the best of Borrower’s knowledge, no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third partyparty which could reasonably be expected to have a material adverse effect on Borrower’s business. Exhibit C D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and 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 breach of, nor has Borrower failed to perform any obligations under, any of the foregoing contracts, licenses or agreements, except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in breach thereof or has failed to perform any obligations thereunder, except as in each case, to the extent such breach could not be reasonably be expected to result, individually or in the aggregate, in have a Material Adverse Effectmaterial adverse effect on Borrower’s business.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the Loan Parties are the sole owner of, or otherwise has have the right to use, the Intellectual Property owned by the Loan Parties and material to Borrower’s the Loan Parties’ business. Except as described on Schedule 5.115.9 of the Disclosure Letter, (i) to the Loan Parties’ knowledge, each of the material Copyrights, Trademarks and issued Patents is valid and enforceable, (ii) no material part of the Intellectual Property has owned by the Loan Parties have been judged by a decision of a court of competent jurisdiction, invalid or unenforceable, in whole or in part, and, to Borrower’s knowledge, and (iii) no claim has been made to Borrower any Loan Party in writing that any material part Intellectual Property of the Intellectual Property Loan Parties violates the rights of any third partyparty except to the extent such claim would not reasonably be expected to have a Material Adverse Effect. Exhibit C is D of the Disclosure Letter contains a true, correct and complete list of each of Borrowerthe Loan Party’s Patents, registered Trademarks, registered Copyrights, if any, together with application or registration numbers, as applicable, owned by such Loan Party or any Subsidiary, and material agreements under which Borrower such Loan Party 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 The Loan Parties are not in breach of, nor has Borrower have the Loan Parties failed to perform any obligations under, any of the foregoing contracts, licenses or agreements, except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect agreements and, to Borrower’s the Loan Parties’ knowledge, no third party to any such contract, license or agreement is in breach thereof or has failed to perform any obligations thereunder, in each case, except as could where such breach or failure to perform would not reasonably be expected to result, individually or in the aggregate, in have a Material Adverse Effect.

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 business. Except as described on Schedule 5.115.9: (i) to the knowledge of Borrower, each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and, to Borrower’s knowledge, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit C is The Perfection Certificate contains a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and 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 breach of, nor has Borrower failed to perform any obligations under, any of the foregoing contracts, licenses or agreements, except as could not agreements where such breach or failure to perform is reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Effect and, to Effect. To the knowledge of 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, except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Each 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 5.115.9, (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and, to Borrower’s knowledge, and (iii) no claim has been made to received by any Borrower that any material part of the Intellectual Property violates the rights of any third partyparty except to the extent such claim would not reasonably be expected to cause a Material Adverse Effect. Exhibit C D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which each Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by each Borrower or any Subsidiary, in each case as of the Closing Date. No Borrower is not in material breach of, nor has any Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements, except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect agreements and, to any 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, except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property, except for joint ownership of Intellectual Property material pursuant to research collaboration and license agreements disclosed on Schedule 5.9. (i) To the best of Borrower’s business. Except as described on Schedule 5.11knowledge, each of the material registered Copyrights, registered Trademarks and Patents is valid and enforceable, (ii) no material part of the Material Intellectual Property has been judged invalid or unenforceable, in whole or in part, and, to Borrower’s knowledge, and (iii) no claim has been made to Borrower in writing that any material part of the Material Intellectual Property violates the rights of any third party. Exhibit C D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Material 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. To Borrower’s knowledge, 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, except as could not reasonably be expected to result, individually or material agreements that are currently in the aggregate, effect listed in a Material Adverse Effect Exhibit D and, to Borrower’s knowledge, except as set forth on Schedule 5.9, no third party to any such contract, license or material agreement is in material breach thereof or has failed to perform any material obligations thereunder, except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

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 business. Except as described on Schedule 5.11, each of the material Copyrights, Trademarks and Patents is valid and enforceable, no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and, to Borrower’s knowledge, no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit C is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and 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 breach of, nor has Borrower 212788652 v9 263757953 v7 failed to perform any obligations under, any of the foregoing contracts, licenses or agreements, except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in breach thereof or has failed to perform any obligations thereunder, except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.