Patents, Trademarks, Et Cetera. Neither Midnight nor any Midnight Subsidiary owns or has pending, or is licensed or otherwise permitted to use, any material Intangible, other than as described in the Midnight Disclosure Letter. Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. The Midnight Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to Midnight or any Midnight Subsidiary or which otherwise relate to the businesses of Midnight or any Midnight Subsidiary, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Midnight or any Midnight Subsidiary owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Midnight or any Midnight Subsidiary grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than Midnight or any Midnight Subsidiary which relates to the businesses, properties, or assets of Midnight or any Midnight Subsidiary. Except as specified in the Midnight Disclosure Letter: (v) Midnight or a Midnight Subsidiary is the sole and exclusive owner or licensee of, and (other than those licensed by Midnight to any Midnight Subsidiary to a third party) has the right to use, all Intangibles; (vi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (vii) during the last five years, neither Midnight nor any Midnight Subsidiary has been charged with, or has charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viii) neither Midnight nor any Midnight Subsidiary is using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangib...
Patents, Trademarks, Et Cetera. Neither the Parent nor the Merger-Sub has any material Intangibles.
Patents, Trademarks, Et Cetera. Neither Purchaser nor any Purchaser Subsidiary owns or has pending, or is licensed under, any Intangibles, other than as described in Schedule 3.11, all of which are in good standing and uncontested. Schedule 3.11 accurately sets forth with respect to Intangibles licensed by Purchaser or by any Purchaser Subsidiary from or to a third party, a description of such license. Neither any director, officer, or employee of Purchaser or of any Purchaser Subsidiary, any stockholder of Seller of any Seller Subsidiary, any relative or affiliate of any such stockholder or of any such director, officer, or employee, nor any other corporation or enterprise in which any stockholder, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the business of Purchaser or of any Purchaser Subsidiary. Set forth in Schedule 3.11 is a complete list of all trademarks used by Purchaser or its affiliates to identify its products, and a designation as to whether such trademark is protected by registration in the name of Purchaser or its affiliates on the principal or supplemental register in the United States Patent and Trademark Office. There is no right under any Intangible necessary to the business of Purchaser or of any Purchaser Subsidiary as presently conducted or as it contemplates conducting, except such as are so designated in Schedule 3.11. To the best knowledge of Purchaser, neither Purchaser nor any Purchaser Subsidiary has infringed, is infringing, or has received notice of infringement with asserted Intangibles of others. To the knowledge of Purchaser or any Purchaser Subsidiary, there is no infringement by others of Intangibles of Purchaser or of any Purchaser Subsidiary. As far as Purchaser or any Purchaser Subsidiary can foresee, there is no Intangible of others which may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Purchaser or of any Purchaser Subsidiary.
Patents, Trademarks, Et Cetera. Acquired Corporation does not own or have pending, or is licensed under, any patent, patent application, trademark, trademark application, trade name, service xxxx, copyright, franchise, or other intangible property or asset (all of the foregoing being herein called "INTANGIBLES"). Acquired Corporation has not infringed, is infringing, or has received notice of infringement with asserted Intangibles of others.
Patents, Trademarks, Et Cetera. DGBI does not own or have pending, nor is it licensed under, any patent, patent application, trademark, trademark registration, trade name, service mark, copyright, franchise xr other tangible property or asset other than as set forth in Section C of the DGBI Disclosure letter, all of which is in good standing and uncontested.
Patents, Trademarks, Et Cetera. Xxxxx does not own or have pending, or is licensed under, any patent, patent application, trademark, trademark application, trade name, service xxxx, copyright, franchise, or other intangible property or asset (all of the foregoing being herein called "Intangibles"), other than as described in Schedule K, all of which are in good standing and uncontested. Schedule K accurately sets forth with respect to Intangibles owned by Xxxxx, where appropriate, a statement of cost, book value and reserve for depreciation of each item for tax purposes, and net book value of each item for financial reporting purposes, and with respect to Intangibles licensed by Xxxxx from or to a third party, a description of that license. Neither any director, officer, or employee of Xxxxx, any relative or affiliate of any director, officer, or employee, nor any other corporation or enterprise in which any director, officer, of employee, or any relative or affiliate had or now has a five (5%) percent or greater equity or voting or other substantial interest, possesses any Intangible which relates to the business of Xxxxx. There is no right under any Intangible necessary to the business of Xxxxx as presently conducted or as it contemplates conducting, except those so designated in Schedule X. Xxxxx has not infringed, is not infringing, and has not received notice of infringement of asserted Intangibles of others. To the knowledge of Xxxxx, there is no infringement by others of Intangibles of Xxxxx except as set forth on Schedule K. As far as Xxxxx can foresee, there is no Intangible of others which may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Xxxxx.
Patents, Trademarks, Et Cetera. Golden Health does not own or have pending, and is not licensed or otherwise permitted to use, any material patent, patent application, trademark, trademark application, service xxxx, copyright, copyright application, franchise, trade secret, computer program (in object or source code or otherwise), or other intangible property or asset (collectively, “Intangibles”), other than as described in Section C of the Golden Health Disclosure Letter. Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. Section C of the Golden Health Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to Golden Health or which otherwise relate to the businesses of Golden Health, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Golden Health owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Golden Health grants the right to use any Intangible; (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than Golden Health which relates to the businesses, properties, or assets of Golden Health. Except as specified in Section C of the Golden Health Disclosure Letter, to the knowledge of Golden Health: (v) Golden Health is the sole and exclusive owner or licensee of, and (other than those exclusively licensed by Golden Health to a third party) has the right to use, all Intangibles; (vi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (vii) during the last five years, Golden Health has not been charged with, and has not charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viii) Golden Health is not using any patentable invention...
Patents, Trademarks, Et Cetera. Except as disclosed on Schedule 3.9, the Company does not own or have pending, or is licensed under, any patent, patent application, trademark, trademark application, trade name, service xxxx, copyright, franchise, or other intangible property or asset (all of the foregoing being herein called "Intangibles"). Those Intangibles listed on Schedule 3.9 are in good standing and uncontested. Neither any Shareholder, any director, officer, or employee of the Company, nor any relative or affiliate of any Shareholder or of any such director, officer, or employee, possesses any Intangible which relates to the business of the Company. There is no right under any Intangible necessary to the business of the Company as presently conducted, except such as are so designated in Schedule 3.9. To the best of the Shareholders' and the Company's knowledge, the Company has not infringed, is not infringing, and has not received notice of infringement with regard to asserted Intangibles of others. To the knowledge of the Shareholders, there is no infringement by others of Intangibles of the Company.
Patents, Trademarks, Et Cetera. LOGIX has all right, title and interest in, or a valid and binding license to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, franchises, trade secrets, computer programs (in object or source code form), or other intangible property or asset (collectively, “Intangibles”) which are individually or in the aggregate material to the conduct of the business of LOGIX. LOGIX is not in default (or with the giving of notice or lapse of time or both, would be in default) in a material respect under any license to use such Intangible, such Intangible is not being infringed by any third party. LOGIX is not infringing in a material respect any Intangible of any third party.
Patents, Trademarks, Et Cetera. The Company has no Intangibles. (o)
