Know-How Necessary for the Business. The Intellectual Property Rights are all those necessary for the operation of the Company’s businesses as it is currently conducted or contemplated to be conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge, no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than of the Company.
Know-How Necessary for the Business. (i) The Intellectual Property Assets are all those necessary for the operation of the Acquired Companies’ businesses as they are currently conducted or as reflected in the business plan given to Buyer. One or more of the Acquired Companies is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Know-How Necessary for the Business. Schedule 3.1(n) contains a complete and accurate list of all Patents. Except as set forth on Schedule 3.1(j), the Company is the owner of all right, title and interest in and to each of the Patents, free and clear of all Liens and other adverse claims. All of the issued Patents are currently in compliance with formal legal requirements (including payment of filing, examination, and maintenance fees and proofs of working or use), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the Initial Closing Date. No Patent has been or is now involved in any interference, reissue, reexamination, or opposition proceeding. To the Company’s knowledge: (1) there is no potentially interfering patent or patent application of any third party, and (2) no Patent is infringed or has been challenged or threatened in any way. To the Company’s knowledge, none of the products manufactured and sold, nor any process or know-how used, by the Company infringes or is alleged to infringe any patent or other proprietary right of any other Person.
Know-How Necessary for the Business. The Intellectual Property ----------------------------------- included in the Assets constitutes all of the Intellectual Property that is necessary for the operation of the Business as it is currently conducted. Except as described on Schedule 4.18(c), Seller is the owner of all right, title and interest in and to each item of Intellectual Property, free and clear of any Encumbrances, and has the right to use without payment to a third party all of the Intellectual Property.
Know-How Necessary for the Business. To the Company's knowledge and except as otherwise set forth in in Section 3.1(o) of the Disclosure Letter,: the Company's Intellectual Property Rights are all those necessary for the operation of the Company's businesses as it is currently conducted or as represented, in writing, to the Purchasers to be conducted. To the Company's knowledge and except as otherwise set forth in in Section 3.1(o) of the Disclosure Letter: the Company is the owner of all right, title, and interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights, subject in each case to Permitted Liens
Know-How Necessary for the Business. Except as set forth in the SEC Reports, the Intellectual Property Rights are all those necessary for the operation of the Company’s and Subsidiaries’ XpresSpa business as currently conducted. Each of the Company and each Subsidiary is the owner of all right, title, and interest in and to each of their respective Intellectual Property Rights, free and clear of all Liens (other than Permitted Liens) and adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge, no employee of the Company or any Subsidiary has entered into any contract that requires the employee to transfer, assign, or disclose information concerning his work to anyone other than the Company or a Subsidiary.
Know-How Necessary for the Business. The Intellectual Property Assets are all those necessary for the operation of the Business as currently conducted. The Company is the owner of all right, title, and interest in and to each of their respective Intellectual Property Assets, free and clear of all Security Interests, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Know-How Necessary for the Business. (i) Except as described on Schedule 4.18(b), the Company Group Members are the owner or have a right to use each item of the Intellectual Property.
Know-How Necessary for the Business. (1) The Intellectual Property is all such property necessary for Mediconsult or any of its Subsidiaries to operate its business as it is currently conducted. Mediconsult or a Subsidiary is the owner of all right, title, and interest in and to each of the Intellectual Property, free and clear of all Security Interests, equities, and other adverse claims, and to Mediconsult's Knowledge, has the right to use without payment to a third party all of the Intellectual Property.
Know-How Necessary for the Business. To the Company's Knowledge, the Company Intellectual Property Assets are all those necessary for the operation of the Company's businesses as they are currently conducted. Except as set forth in Part 3.1.21 of the Disclosure Letter and any perpetual, paid-up licenses for commonly available software programs with an individual value of less than $5,000 under which the Company is the licensee, and any non-exclusive licenses granted by the Company in the Ordinary Course of Business, the Company is the owner of all right, title and interest in and to each of the Company Intellectual Property Assets, free and clear of all Encumbrances other than any non-exclusive licenses granted by the Company in the Ordinary Course of Business and other adverse claims and has the right to use without payment to a third party all of the Company Intellectual Property Assets.