Owned Copyrights. Except as may be set forth in Section 3.16(d) of the Company Disclosure Schedule and as would not have an Material Adverse Effect: (i) the Company is the owner of all right, title and interest in and to each of the copyrights used by the Company in its business as presently conducted other than those as to which the rights being exercised by the Company have been licensed from another Person (collectively, the "Owned Copyrights"), free and clear of any and all liens and encumbrances (subject to written licenses granted in the ordinary course of business), and the Company has not received any written notice or claim challenging the Company's complete and exclusive ownership of all Owned Copyrights; (ii) the Company has not received any written notice or claim challenging or questioning the validity or enforceability of any of the Owned Copyrights or indicating an intention on the part of any Person to bring a claim that any Owned Copyright is invalid, is unenforceable or has been misused and, to the Company's Knowledge, no Owned Copyright otherwise has been challenged or threatened in any way; (iii) to the Company's Knowledge, the Company has not taken any action (or failed to take any action), that would result in the unenforceability of any of the Owned Copyrights; and (iv) to the Company's Knowledge, no other Person has infringed or is infringing on any of the Owned Copyrights.
Appears in 3 contracts
Sources: Merger Agreement (Ac Acquisition Subsidiary Inc), Merger Agreement (Ac Acquisition Subsidiary Inc), Merger Agreement (Chesapeake Biological Laboratories Inc)