Ownership/No Claims Sample Clauses

Ownership/No Claims. Each Loan Party owns, or is licensed to use, all patents, trademarks, copyrights and other intellectual property (including intellectual property in software, mask works, inventions, designs, trade names, service marks, technology, trade secrets, proprietary information and data, domain names, know-how and processes) necessary for the conduct of such Loan Party’s business as currently conducted (“Intellectual Property”), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. As of the Effective Date and the Closing Date, no material claim has been asserted and is pending by any person, challenging or questioning the validity of any Loan Party’s Intellectual Property or the validity or enforceability of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim. The use of any Intellectual Property by each Loan Party, and the conduct of each Loan Party’s business as currently conducted, does not infringe or otherwise violate the rights of any third party in respect of Intellectual Property, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Ownership/No Claims. Each Loan Party owns, or is licensed or otherwise has the right to use, all Intellectual Property that is material to the conduct of its business as currently conducted except as would not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, no claim has been asserted or is pending by any person challenging the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property within the past three (3) years, nor as of the Closing Date does Borrower know of any valid basis for any such claim, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of Borrower, the use by each Loan Party of the Intellectual Property that is material to the conduct of its business as currently conducted, does not infringe on the rights of any person, which infringement, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.
Ownership/No Claims. Except as set forth on Schedule 3.06, (i) each Credit Party owns, or is authorized to use, all Intellectual Property material to the conduct of its business as currently conducted, (ii) to the knowledge of each Credit Party, the operation of such Credit Party’s business and the use of Intellectual Property owned by such Credit Party or licensed by such Credit Party do not infringe, misappropriate, dilute or otherwise violate the Intellectual Property rights of any person, except to the extent such violations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iii) no claim or litigation regarding any Intellectual Property owned by a Credit Party is pending or, to the knowledge of any Credit Party, threatened in writing against any Credit Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (iv) the Borrower has taken (and caused its Subsidiaries to take) commercially reasonable steps to maintain, enforce and protect the owned material Intellectual Property of the Credit Parties and maintain the Credit Parties’ rights in any material licensed Intellectual Property and (v) to the knowledge of each Credit Party, no Credit Party is in material breach of, or in material default under, any License of Intellectual Property to such Credit Party that is material to the operation of the business of such Credit Party except to the extent that such violations would not reasonably be expected to have a Material Adverse Effect.
Ownership/No Claims. Each Company owns, or is licensed (or authorized) to use, all patents, patent applications, trademarks, trade names, service marks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes which are owned by, or otherwise are used in, necessary for or material to each Company’s business as currently conducted and as currently proposed to be conducted (the “Intellectual Property”). No claim has been asserted in writing or is pending, in each case, against any Company, by any Person challenging the use of or the validity or enforceability of any such Intellectual Property owned by each Company or challenging the use of any Intellectual Property licensed by such Company, nor does any Company know of any basis for any such claim, except, in each case, for any claim that could not reasonably be expected to result in a Material Adverse Effect. The use of the Intellectual Property by each Company and the operation of the businesses of the Companies do not infringe the rights of any Person, except as could not reasonably be expected to have a Material Adverse Effect. Each Company has taken commercially reasonable actions to protect the secrecy, confidentiality and value of all trade secrets used in such Company’s business.
Ownership/No Claims. Except to the extent the same would not be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted, (ii) to the knowledge of such Loan Party, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim and (iii) to the knowledge of such Loan Party, the use of such Intellectual Property by each Loan Party does not infringe the rights of any Person.
Ownership/No Claims. Each Loan Party owns or is validly licensed to use all Intellectual Property Rights necessary for the conduct of its business as presently conducted. Each item of Registered Intellectual Property identified on Schedule 11 to the Perfection Certificate is exclusively owned by one or more of the Loan Parties (“Borrower Registered Intellectual Property”). Except as set forth in Schedule 3.06(a), as of the Closing Date, there are no pending proceedings by any person directly challenging the validity or enforceability of any Borrower Registered Intellectual Property. The use of such Intellectual Property by each Loan Party does not infringe the rights of any person,.
Ownership/No Claims. Each Credit Party owns, or is licensed (or authorized) to use, all Intellectual Property material to the conduct of its business as currently conducted. To the knowledge of each Credit Party, the operation of such Credit Party’s business and the use of Intellectual Property owned by such Credit Party, or licensed by such Credit Party, do not infringe, misappropriate, dilute or otherwise violate the Intellectual Property rights of any person in any material respect.
Ownership/No Claims. Each Loan Party owns, is licensed to use, possesses the right to use in accordance with industry practice or could obtain on commercially reasonable terms such rights to use, all Intellectual Property Rights necessary for the conduct of its business as presently conducted, except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each item of Registered Intellectual Property identified on Schedules 11(a), 11(b), or 11(d) to the Perfection Certificate is owned by one of the Loan Parties (“Borrower Registered Intellectual Property”). Except as set forth in Schedule 3.06(a), as of the ARCA Effective Date, there are no pending proceedings by any person directly challenging the validity or enforceability of any Borrower Registered Intellectual Property that could reasonably be expected to result in a Material Adverse Effect. The use of such Intellectual Property by each Loan Party does not, to the knowledge of such Loan Party, infringe the rights of any person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect or that are set forth in Schedule 3.06(a).

Related to Ownership/No Claims

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Stockholder, and Parent and Merger Sub shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Shares, except as otherwise provided herein.