Ownership; Claims. The Company believes that it owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on Schedule 4.12(a) which are necessary or desirable for the operation of the Company's business and is not aware of rights which it does not own or possess which it believes are necessary for its business as presently conducted and as presently proposed to be conducted, and the Company has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. The Company believes that the owners of the Proprietary Rights licensed to the Company have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses in the United States and in the United Kingdom.
Ownership; Claims. The Trust Administrator shall not be bound to recognize any person as an Owner of any Certificate or to take any action at such Owner’s request unless such Certificate shall be deposited with the Trust Administrator or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trust Administrator.
Ownership; Claims. Except as set forth on the attached Schedule 4.10, ATG owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on the attached Schedule 4.10 which are necessary or desirable for the operation of ATG's business as presently conducted and as presently proposed to be conducted, and ATG has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. To the best of Sellers' Knowledge, the owners of the Proprietary Rights licensed to ATG have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses. Except as indicated on the attached Schedule 4.10:
Ownership; Claims. Base Ten owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on Schedule 3.14(a) which are necessary or desirable for the operation of Base Ten's business as presently conducted and as presently proposed to be conducted, and Base Ten has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. The owners of the Proprietary Rights licensed to Base Ten have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses.
Ownership; Claims. In the event any article sold and delivered hereunder shall be covered by any patent, trademark, copyright, or application therefor, Seller will indemnify and save harmless Buyer from any and all loss, cost or expense on account of any and all claims, suits or judgments on account of the use or sale of such article in violation of rights under such patent, trademark, copyright or application.
Ownership; Claims. Each Party hereto warrants and represents to each of the other that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, and claim or any portion thereof or interest therein, and agrees to indemnify, defend and hold each other party harmless from and against any and all claims based on or arising out of such assignment or transfer purported assignment or transfer of claims or any portion thereof or interest therein.
Ownership; Claims. Except as set forth on Schedule 3.7(b), SAI or Parent or both (i) owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license as indicated on Schedule 3.7(a)) all Intellectual Property described on Schedule 3.7(a), including, without limitation, the right to market, sell, license and grant others the right to use, market, sell and license the Company Intellectual Property, without any violation, infringement or misappropriation of the Intellectual Property rights of others. SAI and Parent have each taken all appropriate actions to maintain and protect in a commercially reasonable manner its interests and rights in all the Company Intellectual Property. Except as set forth on Schedule 3.7(b): (i) there are no outstanding claims which have been made in writing against either of the SAI Entities, or, to the Company’s Knowledge, against any customer of either SAI Entity, asserting the invalidity, misuse or unenforceability of any of the Company Intellectual Property or that the Company Intellectual Property in any manner infringes, violates or arises or results from the misappropriation of the Intellectual Property or other proprietary rights of any other Person, 22
Ownership; Claims. Except as identified on Schedule 3.10, BUSA or a BUSA Subsidiary owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights necessary for the operation of BUSA's and the BUSA Subsidiaries' businesses as presently conducted, and BUSA or the BUSA Subsidiaries have taken all necessary actions to maintain and protect the registered Proprietary Rights which it owns and uses. Except as identified on Schedule 3.10:
Ownership; Claims. TechSys owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights described on Schedule 3.14(a) which are necessary or desirable for the operation of TechSys' business as presently conducted and as presently proposed to be conducted, and TechSys has taken all necessary actions to maintain and protect its interest in all the Proprietary Rights. The owners of the Proprietary Rights licensed to TechSys have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses.
Ownership; Claims. Except as set forth on the attached Proprietary Rights Schedule, each Seller owns and possesses all right, title and interest in and to (or has the right to use pursuant to a valid and enforceable license) all Proprietary Rights necessary for the operation of such Seller's business as presently conducted and as presently proposed to be conducted, and such Seller has taken all necessary actions to maintain and protect the Proprietary Rights which it owns and uses. To the best of each Seller's Knowledge, the owners of the Proprietary Rights licensed to such Seller have taken all necessary actions to maintain and protect the Proprietary Rights which are subject to such licenses. Except as indicated on the attached Proprietary Rights Schedule:
