Common use of Know-How Necessary for the Business Clause in Contracts

Know-How Necessary for the Business. The Intellectual Property included in the Assets constitutes all of the Intellectual Property that is, to the Sellers' Knowledge, necessary for the operation of the Business as it is currently conducted. Except as described on Schedule 3.18(C), the Company are the owner of all right, title and interest in and to each item of Intellectual Property, free and clear of any Encumbrances, and to the Seller's Knowledge have the right to use without payment to a third party all of the Intellectual Property.

Appears in 2 contracts

Sources: Stock Exchange Agreement (Logistics Management Resources Inc), Stock Purchase Agreement (Certified Services Inc)

Know-How Necessary for the Business. The Intellectual Property included in the Assets and the Equipment constitutes all of the Intellectual Property that is, to the Sellers' Knowledge, is necessary for the operation of the Business as it is currently conducted. Except as described on Schedule 3.18(C)3.18, the Company are is the owner of all right, title and interest in and to each item of Intellectual Property, free and clear of any Encumbrances, and to the Seller's Knowledge have the right to use without payment to a third party all of the Intellectual Property.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Positron Corp)

Know-How Necessary for the Business. The Intellectual Property ----------------------------------- included in the Assets constitutes all of the Intellectual Property that is, to the Sellers' Shareholders Knowledge, necessary for the operation of the Business as it is currently conducted. Except as described on Schedule SCHEDULE 3.18(C), the Company are is the owner of all right, title and interest in and to each item of Intellectual Property, free and clear of any Encumbrances, and to the Seller's Knowledge have of the Shareholders has the right to use without payment to a third party all of the Intellectual Property.

Appears in 1 contract

Sources: Share Purchase Agreement (Verticalnet Inc)

Know-How Necessary for the Business. The Intellectual Property included in the Assets constitutes are all of the Intellectual Property that is, to the Sellers' Knowledge, those necessary for the operation of the Business Company’s business as it is currently conducted. Except as described on Schedule 3.18(C), the The Company are is the owner of all right, title title, and interest in and to each item of the Intellectual PropertyProperty Assets, free and clear of any Encumbrancesall liens, security interests, charges, encumbrances, equities, and to the Seller's Knowledge have other adverse claims, and has the right to use without payment to a third party all of the Intellectual PropertyProperty Assets.

Appears in 1 contract

Sources: Stock Purchase Agreement (Peak Resorts Inc)

Know-How Necessary for the Business. The Intellectual Property included in the Assets constitutes all of the Intellectual Property that is, to the SellersShareholders' Knowledge, necessary for the operation of the Business as it is currently conducted. Except as described on Schedule 3.18(C)SCHEDULE 3.18, the Company Companies are the owner owners of all right, title and interest in and to each item of Intellectual Property, free and clear of any Encumbrances, and to the Seller's Knowledge of the Sellers, have the right to use without payment to a third party all of the Intellectual Property.

Appears in 1 contract

Sources: Stock Purchase Agreement (Certified Services Inc)

Know-How Necessary for the Business. The Intellectual Property included in the Assets constitutes are all of the Intellectual Property that is, to the Sellers' Knowledge, those necessary for the operation of the Business as it is currently conducted. Except as described on Schedule 3.18(C), the The Company are is the owner of all right, title title, and interest in and to each item of their respective Intellectual PropertyProperty Assets, free and clear of any Encumbrancesall Security Interests, and to the Seller's Knowledge have has the right to use without payment to a third party all of the Intellectual PropertyProperty Assets.

Appears in 1 contract

Sources: Asset Purchase Agreement (Per Se Technologies Inc)

Know-How Necessary for the Business. The Intellectual Property included in the Assets constitutes are ----------------------------------- all of the Intellectual Property that is, to the Sellers' Knowledge, those necessary for the operation of the Business Company's business as it is currently conducted. Except as described on Schedule 3.18(C), The Company has the Company are the owner of all right, title and interest in and legal right to each item of use such Intellectual PropertyProperty Assets, free and clear of any Encumbrancesall liens, security interests, charges, encumbrances, equities, and to the Seller's Knowledge have the right to use other adverse claims, and without payment to a third party all of the Intellectual Propertyparty.

Appears in 1 contract

Sources: Stock Purchase Agreement (Master Graphics Inc)

Know-How Necessary for the Business. The Intellectual Property included in the Assets constitutes are all of the Intellectual Property that is, to the Sellers' Knowledge, those necessary for the operation of the Business business of Company and each Subsidiary as it is currently conducted. Except as described on Schedule 3.18(C), the Either Company are or a Subsidiary is the owner of all right, title title, and interest in and to each item of the Intellectual PropertyProperty Assets, free and clear of any all Encumbrances, and to the Seller's Knowledge have Company and each Subsidiary has the right to use without payment to a third party all of the Intellectual PropertyProperty Assets.

Appears in 1 contract

Sources: Merger Agreement (Scripps E W Co /De)

Know-How Necessary for the Business. The Intellectual Property ----------------------------------- included in the Assets constitutes all of the Intellectual Property that is, to the Sellers' Knowledge, is necessary for the operation of the Business as it is currently conducted. Except as described on Schedule 3.18(C4.18(c), the Company are 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 to the Seller's Knowledge have has the right to use without payment to a third party all of the Intellectual Property.

Appears in 1 contract

Sources: Merger Agreement (Verticalnet Inc)

Know-How Necessary for the Business. The Intellectual Property included in the Assets constitutes of each Company are all of the Intellectual Property that is, to the Sellers' Knowledge, those necessary for the operation of the Business Company's businesses as it is they are currently conducted. Except as described on Schedule 3.18(C), the Each Company are is the owner of all right, title title, and interest in and to or a licensee of, each item of its Intellectual PropertyProperty Assets, free and clear of any Encumbrancesall liens, security interests, charges, encumbrances, equities, and to the Seller's Knowledge have other adverse claims, and has the right to use without payment to a third party all of the Intellectual PropertyProperty Assets.

Appears in 1 contract

Sources: Share Exchange Agreement (Ideal Accents Inc)

Know-How Necessary for the Business. (i) The Business Intellectual Property included in the Assets constitutes include all of the Intellectual Property that is, to the Sellers' Knowledge, Assets used in or necessary for the operation of the Business as it is currently conducted and there are no other Intellectual Property Assets used in the Business or needed to conduct the Business as it is currently conducted. Except as described The previous sentence is not intended to be a representation on Schedule 3.18(C), the Company are the owner non-infringement or misappropriation of all right, title and interest in and to each item of Intellectual Property, free and clear of any Encumbrances, and to the Seller's Knowledge have the right to use without payment to a third party all Intellectual Property rights, which representations are set forth in the remainder of the Intellectual Propertythis Section 4.19.

Appears in 1 contract

Sources: Asset Purchase Agreement (NMS Communications Corp)