Common use of Ip It Clause in Contracts

Ip It. (a) The Target Companies own or have licensed to them or may legally use all material Intellectual Property Rights necessary to carry on the Business as currently carried on ("Business Intellectual Property"). (b) The licences of Intellectual Property Rights granted to, or by, any Target Company, and which are material to the Business (other than licenses to rights in computer software), are disclosed in the Data Room. (c) To Sellers' Knowledge, the Business Intellectual Property (i) has not been and is not being violated by any third party and (ii) will not be lost, or rendered liable to termination, by the performance of the Transaction Documents or the Carve Out Agreements. (d) To Sellers' Knowledge, in the two (2) years prior to the date of this Agreement, the Target Companies have not violated and do not violate third parties' Intellectual Property Rights by the production, marketing, sale or distribution of their current products or by any other actions in the conduct of the Business as currently carried on, in each case, in a manner that would reasonably have, if the relevant third party were to enforce its Intellectual Property Rights, a material adverse effect on the Business. (e) All licences (other than off-the-shelf licenses) and leases relating to the material IT Systems being available to the Business after Closing have been disclosed in the Data Room, unless such IT Systems are only licensed or leased after the date of this Agreement as part of the Carve Out or otherwise.